KIMBERLY CLARK CORP (KMB): director Mae C. Jemison, M.D. took another position

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Directors
Pursuant to the Merger Agreement, at the First
Effective Time, Richard E. Allison, Jr., Larry J. Merlo, and Kirk L. Perry (collectively, the “Kenvue Designees”), each of
whom was a member of the board of directors of Kenvue prior to the First Effective Time, were appointed to the board of directors of K-C
(the “Board”). K-C has agreed to take all necessary actions to nominate the Kenvue Designees for election to the Board at
the annual meeting of stockholders of K-C to be held in 2027.
Also at the First Effective Time, Mr. Allison
was appointed to the Audit Committee of the Board, and Mr. Merlo was appointed to the Management Development and Compensation Committee
and the Nominating and Corporate Governance Committee of the Board. Mr. Perry was not appointed to any committees of the Board.
The Kenvue Designees will participate in the outside
director compensation programs described under “Director Compensation” in K-C’s Definitive Proxy Statement on Schedule
14A filed on March 23, 2026.
The Kenvue Designees have no direct or indirect
material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Resignation of Directors
At the First Effective Time, Mae C. Jemison, M.D.,
Christa S. Quarles and Jaime Ramirez resigned from the Board. The resignations of Dr. Jemison, Ms. Quarles and Mr. Ramirez were not the
result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices but were solely
for the purpose of creating adequate vacancies on the Board to allow for the appointment of the Kenvue Designees.
Amendment of the 2021 Equity Participation
Plan
Effective as of the First Effective Time, the
Board amended the Company’s 2021 Equity Participation Plan (the “EPP”) to permit the Company to, in the event that the
Company acquires or combines shares with another company that has shares available under a pre-existing plan approved by stockholders
(and not adopted in contemplation of such acquisition or combination), issue awards under the EPP with the shares available for issuance
under such pre-existing plan (as adjusted to reflect the acquisition or combination, and so long as the pre-existing plan is not adopted
in connection with such acquisition or combination), subject to the limitations of Nasdaq Listing Rule 5635(c) or other applicable stock
exchange rules (including with respect to the eligibility of individuals who may be granted such awards).
The foregoing description of the EPP does not
purport to be complete and is qualified in its entirety by reference to the full text of the EPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Performance Recognition and Incentive Awards
On October 30, 2026, the Management Development
and Compensation Committee of the Board approved one-time, premium-priced nonqualified stock option awards (the “Performance Recognition
and Incentive Awards , ” or the “Awards”) under the Kimberly-Clark Corporation 2021 Equity Participation
Plan (as amended, the “Plan”) to the Company’s executive officers, including its named executive officers, and other
eligible employees. The grants are effective December 1, 2026 (the “Grant Date”) and were conditioned on the completion of
the Company’s acquisition of Kenvue.
The grant values of the Awards for the Company’s
named executive officers are as follows: Michael Hsu, Chairman and Chief Executive Officer, $6,600,000; Nelson Urdaneta, Senior Vice President
and Chief Financial Officer, $2,150,000; and Jeffrey Melucci, Chief Strategy, Business Development and Administrative Officer, $1,800,000.
The named executive officers’ Awards are intended to recognize their leadership in the successful completion of the Kenvue acquisition,
to incentivize their continued execution of the Kenvue integration and synergy realization efforts, to closely align long-term compensation
with sustained stockholder value creation, and to promote their continued service with the Company. Awards granted to additional executive
officers and eligible employees are intended to achieve similar objectives, and to promote unity across the business for shared strategic
objectives.
The Awards provide the executive officers and
eligible employees with the opportunity to purchase Company stock with an exercise price per share that will be the greater of (i) $120.00
and (ii) 110% of the closing price of a share of the Company’s common stock on the Grant Date. The number of shares of the Company’s
common stock subject to each Award will equal the grant value divided by the Black-Scholes value of a single premium priced, nonqualified
stock option on the Grant Date, as determined by an independent third-party valuation firm, rounded down to the nearest whole share. The
Awards have a ten-year term.
The Awards will vest and become exercisable in
full on December 1, 2029, subject to the executive’s continued employment through that date. Unvested Awards will generally not
vest early on any termination of employment, including retirement, death or disability, and will be forfeited on any such termination.
However, upon a qualifying termination of employment following a change of control of the Company that occurs after the Grant Date, the
Awards will vest in full under the terms of the Plan. They will be forfeited in their entirety upon a termination of employment for cause.
Following any other termination, vested Awards will generally remain exercisable for a limited period that depends on the reason for the
termination, but in no event beyond the end of the term.
The foregoing description of the Awards does not
purport to be complete and is qualified in its entirety by reference to the full text of the form of Performance Recognition and Incentive
Awards Agreement, which K-C expects to file with its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.