Kimberly-Clark Corporation (KMB)
NASDAQ: KMB · Real-Time Price · USD
98.07
+0.22 (0.22%)
Apr 27, 2026, 2:55 PM EDT - Market open
← View all transcripts

AGM 2026

Jan 29, 2026

Operator

Hello and welcome to the special meeting of stockholders of Kimberly-Clark Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mike Hsu, Chairman of the Board and CEO of Kimberly-Clark. Mr. Hsu, the floor is yours.

Mike Hsu
Chairman and CEO, Kimberly-Clark

Ladies and gentlemen, I'm Mike Hsu, Chairman and CEO of Kimberly-Clark Corporation, and it's my pleasure to welcome you to the special meeting of stockholders of Kimberly-Clark. I will act as Chairman of this meeting, and I now call this meeting to order. I now invite Courtney Roan, our Vice President and Corporate Secretary, to inform us of housekeeping matters and open the polls.

Courtney Roane
VP and Corporate Secretary, Kimberly-Clark

Thanks, Mike. I will first go over a few housekeeping matters. Today's virtual-only meeting is a live webcast. Through the meeting portal, you will find our agenda and rules of conduct. The portal also has links to our proxy materials for the meeting. A representative from our Inspector of Election is in attendance and has confirmed that a quorum is present. If you have not voted or wish to change your vote, you may do so during the meeting through the virtual meeting portal by clicking on the vote icon located in the upper right corner. However, any stockholder who has already voted and does not want to change his or her vote need not take any further action. The polls are now open. We will accept votes until the polls close later in the meeting.

Feel free to ask a question at any time during the meeting by clicking the message icon in the upper right-hand corner of the screen. Please include your email address when posing a question on the portal. We will respond to pertinent questions after the meeting via email. We have two proposals for this meeting. The first proposal presented in the Joint Proxy Statement/Prospectus, which we refer to as the issuance proposal, is the approval of the issuance of shares of common stock, par value $1.25 per share, of Kimberly-Clark pursuant to the terms of the agreement and plan of merger dated as of November 2nd, 2025, by and among Kenvue, Kimberly-Clark, Vesta Sub I, Inc., and Vesta Sub II, LLC.

The second proposal presented in the Joint Proxy Statement/Prospectus is the approval of one or more adjournments of the special meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to approve the issuance proposal. As an adjournment of the meeting is not necessary, the only matter presented for your consideration today is the issuance proposal. The board recommends a vote for the issuance proposal. Further details regarding the proposals and the board's recommendation are in our Joint Proxy Statement/Prospectus. Mike, I will now ask for a motion that the issuance proposal be approved.

Mike Hsu
Chairman and CEO, Kimberly-Clark

Approved.

Courtney Roane
VP and Corporate Secretary, Kimberly-Clark

I second the motion. We'll now pause for a moment to allow any stockholders desiring to submit or change their votes now to do so. I now declare that the polls are closed. The inspectors have advised me, based on preliminary results, that our stockholders have approved the proposal to approve the issuance of shares of common stock pursuant to the agreement and plan of merger dated November 2nd, 2025, by and among Kenvue, Kimberly-Clark, Vesta Sub I, Inc., and Vesta Sub II, LLC. We will announce the final voting results in a current report on Form 8-K to be filed with the SEC within four business days of today's meeting. Thank you for your participation in today's meeting. Any questions submitted using the message icon in the upper right-hand corner of the meeting portal will be addressed by email after the meeting has concluded.

As a reminder, please include your email address when posing a question on the portal. With that, I'll ask Mike to please adjourn the meeting.

Mike Hsu
Chairman and CEO, Kimberly-Clark

We thank you for your continued support. This meeting is adjourned.

Operator

This concludes the meeting. You may now disconnect.

Powered by