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AGM 2025

May 22, 2025

Operator

Welcome to Kenvue's 2025 Annual Meeting of Shareholders. I'd first like to note that today's remarks may include forward-looking statements. These statements represent Kenvue's current beliefs or expectations about future events and are subject to various risks, uncertainties, and assumptions that could cause actual results to differ materially. For information regarding these risks and uncertainties, please refer to Kenvue's filings with the U.S. Securities and Exchange Commission. Any forward-looking statements that are made on this call are based on Kenvue's beliefs and assumptions today, and the company disclaims any obligation to update them other than as required by law. In addition, today's presentation will include non-GAAP financial metrics. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for financial information presented in accordance with US GAAP. These non-GAAP financial measures should be viewed in conjunction with the most comparable GAAP financial measures.

Reconciliation to the most directly comparable GAAP financial measure can be found in Kenvue's earnings press releases available on their investor relations website at investors.kenvue.com. I'd like to now introduce Larry Merlo, Chair of Kenvue's Board of Directors.

Larry Merlo
Chair of the Board of Directors, Kenvue

Good morning, everyone, and thank you for joining us today. It is my pleasure to welcome you to Kenvue's 2025 Annual Meeting of Shareholders. This meeting is now officially called to order. It is just after 9:00 A.M. Eastern Time, and the polls are now open. I'd like to take a moment to introduce the other members of our Board of Directors with us today, all of whom are nominated for election at today's meeting. Their backgrounds and experiences are described in more detail in the proxy statement.

Thibaut Mongon, Kenvue's Chief Executive Officer, Richard Allison, former CEO and Director of Domino's Pizza, Smita Godbole, EVP, Chief Digital and Information Officer of Lowe's Companies, Melanie Healey, former Group President of Procter & Gamble and Chair of Kenvue's Nominating, Governance, and Sustainability Committee, Sarah Hofstetter, President of Profitero, Betsy Holden, former Co-CEO of Kraft Foods and Chair of Kenvue's Compensation and Human Capital Committee, Erica Mann, former Global President, Consumer Health of Bayer AG, Kathleen Pawlus, retired partner of Ernst & Young, Kirk Perry, former CEO of Circana, Hasan Prabo, former Vice Chairman and Chief Financial Officer of Visa and Chair of Kenvue's Audit Committee, Jeffrey Smith, Managing Member, CEO and CIO of Starboard Value, and Michael Sneed, former EVP, Corporate Affairs and Chief Communications Officer, Johnson & Johnson.

In addition to Thibaut, I'm joined today by other members of Kenvue's management team, including Matt Orlando, General Counsel, and Teddy Reed, Vice President and Corporate Secretary. In addition, Martin Foley is here today from PricewaterhouseCoopers, Kenvue's independent registered accounting firm. Linda Pasquidello from Broadridge Financial Solutions is also present and is serving as the Inspector of Elections for today's meeting. I will now turn the meeting over to Teddy, who will act as Secretary for today's meeting and will proceed with the official business on today's agenda. Teddy.

Teddy Reed
VP and Corporate Secretary, Kenvue

Thank you, Larry, and good morning, everyone. I want to start by providing a brief overview of today's agenda. First, we will conduct the formal portion of the meeting, during which I will cover formal announcements, the proposals described in our proxy statement, and the preliminary vote results. After we conclude the official business of the meeting, Kenvue CEO, Thibaut Mongon, will provide a brief management presentation followed by a question-and-answer session. To ensure the meeting proceeds in an orderly fashion, we ask that you please review and follow the rules of conduct for the meeting, which are available in the Meeting Materials section of the virtual meeting website. I have received an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting to shareholders of record as of March 24, 2025.

I have also been informed by the Inspector of Elections, who has previously taken the oath as Inspector of Election at this meeting, that at least 1,805,423,840 shares, representing 94.09% of the votes entitled to be cast at this meeting, are present by proxy representing a quorum. As proper notice has been given and the necessary quorum is present, this meeting is duly convened and can proceed. As a reminder, the polls are open, and shareholders who have logged into the virtual meeting using their 16-digit control number can vote online until the closing of the polls by clicking the Vote Here button on the virtual meeting website. If you have previously submitted your vote by proxy, your vote will be cast as previously instructed, and there is no need to vote now unless you would like to change your vote.

We will close the polls after the proposals have been presented. Additionally, shareholders who logged into the virtual meeting using their control number are able to submit a question by using the question box on the virtual meeting website. We encourage you to submit your question now, and we will do our best to provide a response to as many questions as time permits. Questions on the same topic or that are otherwise related may be grouped, summarized, and answered together. I will now move on to the proposals. Because we did not receive proper notice of any additional matters to be considered at this meeting beyond those in the proxy statement, no other proposal or nomination may be introduced at this meeting.

The first proposal to come before the meeting is the election of directors to serve on the Board of Directors until our next annual meeting of shareholders and until their respective successors are duly elected and qualified. Each of the 13 director nominees is described in our proxy statement and was introduced earlier in today's meeting. The board recommends a vote for each director nominee. The second proposal asks shareholders to approve on a non-binding advisory basis named Executive Officer Compensation. The board recommends that shareholders vote for the advisory vote to approve named Executive Officer Compensation. The third proposal asks shareholders to ratify the appointment of PricewaterhouseCoopers LLP as Kenvue's independent registered public accounting firm for fiscal year 2025. The board recommends that shareholders vote for the ratification of PricewaterhouseCoopers LLP's appointment. The polls will close shortly.

We'll pause for a moment to give anyone who has not yet cast their vote an opportunity to do so now. The time is now 9:07 A.M. Eastern Time, and the polls are now closed. The Inspector of Elections has delivered her preliminary report, and the preliminary results indicate that each of the 13 director nominees has been elected to the board to serve until the 2026 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The non-binding advisory vote to approve named Executive Officer Compensation has been approved, and the appointment of PricewaterhouseCoopers LLP as Kenvue's independent registered public accounting firm for 2025 has been ratified. We will report the final vote results in a current report on Form 8-K filed with the U.S. Securities and Exchange Commission within four business days of this meeting.

I will now turn it back over to the Chair of the Board, Larry.

Larry Merlo
Chair of the Board of Directors, Kenvue

Thank you, Teddy. This concludes the formal business portion of the meeting, and this year's Annual Meeting of Shareholders is now adjourned. I'll turn it over to Thibaut, Kenvue's Chief Executive Officer, to provide a brief presentation followed by Q&A. Thibaut.

Thibaut Mongon
CEO, Kenvue

Thank you, Larry, and hello, everyone. I'm pleased to be here with you today to discuss Kenvue's progress in 2024 and our priorities for 2025. Before diving in, I want to take a moment to thank you for your continued support of our company and trust in our team. In our first full year as an independent company, we made important progress to build on the legacy of our iconic brand and significantly increase our relevance with consumers. Today, Kenvue is more agile and efficient and focused on accelerating profitable growth. The progress we made last year would not have been possible without your confidence in Kenvue and the dedication and efforts of Kenvueers around the world.

Starting with a look back at 2024, when we began the year, we knew significant changes were needed to unleash the full potential of our portfolio, and we established three strategic priorities to guide our progress. Number one, reaching more consumers in-store, online, and through the recommendations of healthcare professionals. Number two, freeing up resources to invest at more competitive levels behind our iconic brands by unlocking efficiencies across our business. Number three, fundamentally shifting the way we work across Kenvue, fostering a new culture that rewards performance and impact. Even though we knew there was still more work to be done, our teams had a lot to be proud of when we closed out the year.

First, throughout the year, we reached and engaged more consumers by strengthening our presence and prominence in-store and online, launching impactful innovation, and expanding and deepening our engagement with consumers and healthcare professionals. Our progress reads through in our results with signs of improvement across our three business segments. In healthcare, we expanded our leadership positions and delivered share gains across nearly 80% of the segments, including in key brands like Tylenol, Zyrtec, and Nicorette. In essential health, we maintained a healthy mid-single-digit growth rate and delivered volume growth in North America, EMEA, and Latin America. Last, in skin health and beauty, we grew both volume and value in EMEA and Latin America, despite not meeting our expectations in North America and Asia-Pacific.

To free up resources, we increased adjusted gross profit margin by 200 basis points year over year and successfully executed on the first year of our view forward, our two-year initiative to deliver $350 million of annualized cost savings by 2026. These efficiencies were invested into increased brand support, 20% more than prior year. We also fostered a performance culture by establishing a new operating model for higher impact and faster brand activation, introducing a new performance and incentive model that ties to our company goals, and adding new talents to further strengthen the expertise and experience of our global workforce in key areas like data and analytics and skin health.

In addition to our efforts to execute on our strategic priorities, we continued our exit of over 2,300 services under our transition service agreements and established fit-for-purpose and cost-effective systems and processes that significantly strengthened the foundation for our business as we enter 2025. In terms of our results in 2024, we delivered year-over-year organic sales growth of 1.5% with 21.5% adjusted operating income margin and $1.14 adjusted diluted earnings per share. At the start of 2025, while it was clear we had taken important steps forward, we also knew that we had more work to do to achieve the results and profitable growth we know we are capable of delivering. Moving forward, we will continue to advance our three strategic priorities and sharpen our competitiveness by leaning into what we call our five extraordinary powers, our approach to brand growth.

First, everything at Kenvue starts with our superior science. In 2025, we are putting powerful science-backed claims front and center for consumers and leveraging our science in more relevant ways to further strengthen credibility, partnerships, and healthcare professional recommendations. Second, building on the number one recommendations across many of our brands, we are also continuing to harness and amplify expert recommendations through our marketing campaigns and increase visibility in clinics. Third, we are leveraging a new consumer insights-led innovation model to reduce our time to market and strengthen our portfolio through premiumization, extension into adjacencies, and attractive entry price points. We will also be activating breakthrough brand-building campaigns by deploying our Kenvue Content Factory, a new marketing ecosystem that enables better content faster and at a lower cost, bringing campaigns from brief to market in a reduced timeline as we continue to make more competitive marketing investments.

At the same time, we will be building on initiatives to improve the presence and prominence of our brand in-store and online by driving seamless commerce. This includes activating new revenue growth management capabilities that enable better-informed decisions about price points, trade spans, and promotions, as well as tools to make it easier for consumers to find and shop our products. Individually, each of these elements is important, but when we execute them together, that's when consumption growth happens. This is what we are activating this year to make our brands more powerful while navigating a dynamic external environment. We also know that our portfolio of iconic brands represents a responsibility and an opportunity to make a positive impact. We do this through our Healthy Lives mission that focuses on nurturing healthy people, enriching a healthy planet, and maintaining healthy practice.

We will report on the meaningful progress made in 2024 across these three pillars when we issue our annual Healthy Lives mission report later in June. I would like to also take a moment to welcome Amit Banati, who recently joined Kenvue as our new Chief Financial Officer. We look forward to his contributions as Kenvue moves into its next chapter. As we look to the rest of this year and beyond, while acknowledging we live in a dynamic world, we expect to begin to realize the compounding benefits of the significant work we have done to date. We have exciting opportunities ahead to springboard value creation for all our stakeholders and cement our position as a consumer health leader. Thank you again for your support during this journey. I would like to turn it back over to Teddy for the Q&A session.

Teddy Reed
VP and Corporate Secretary, Kenvue

Thanks very much, Thibaut. We have one question from a shareholder that I will point over to Thibaut to respond. The question is, why do we not use GAAP earnings instead of adjusted non-GAAP earnings? It is a question about our financial reporting and why we tend to report on a non-GAAP basis.

Thibaut Mongon
CEO, Kenvue

Thank you for the question. The company believes that the presentation of these measures is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by our team's management. At Kenvue, we believe that these measures help improve investors' ability to understand the company's operating performance and make it easier to compare the company's results with other companies. I would add that the company believes that these measures are also among the primary measures used externally by the company's investors, analysts, peer sets in our industry for purpose of evaluation and comparing the operating performance of the company to other companies in our industry.

Teddy Reed
VP and Corporate Secretary, Kenvue

Thank you, Thibaut. Seeing no further questions, I'll hand it over to the Chair, Larry Merlo, to conclude the meeting.

Larry Merlo
Chair of the Board of Directors, Kenvue

All right. Thank you, Teddy, and thank you, Thibaut. For those that are on the session, thank you again for your time and your interest in Kenvue, and this concludes our meeting.

Operator

The meeting is now concluded. Thank you for joining. You may now disconnect.

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