Kenvue (KVUE) Proxy filing summary

Executive summary

• Announced a merger with Kimberly-Clark, approved by shareholders in January 2026, expected to close in the second half of 2026 pending regulatory approvals.

• Leadership changes in 2025 included new CEO and CFO appointments, with a focus on strengthening operating strategy and execution.

• 2025 net sales declined 2.1% to $15.1B, but gross profit and operating income margins improved; strong cash generation with free cash flow up $0.4B year-over-year.

• Board comprises 12 directors (11 independent), all standing for re-election; robust shareholder engagement and governance practices highlighted.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 12 directors, advisory approval of executive compensation, and ratification of PwC as independent auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is majority independent, with an independent Chair and independent committee chairs.

• Annual board and committee evaluations conducted; strong focus on diversity, skills, and experience relevant to company strategy.

• Board leadership structure separates CEO and Chair roles; annual review of leadership structure.

• Mandatory retirement age of 75 for directors; stock ownership guidelines require directors to hold equity worth at least 5x annual cash retainer.