...Welcome to the Kenvue Inc. special meeting of stockholders. I'd now like to introduce Larry Merlo, Chair of Kenvue's Board of Directors.
My pleasure to welcome you to Kenvue's special meeting of stockholders. I'm Larry Merlo, Chair of Kenvue's Board of Directors, and I will chair this special meeting. It is just after 9:00 A.M. Eastern Time, and the polls are now open. Today, I'm joined by members of Kenvue's management team, including Kirk Perry and Teddy Reed, Vice President, Corporate Secretary. Linda Piscitello from Broadridge Financial Solutions is also present and has served. I'll 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.
Being proceeded in an orderly fashion, we ask that you please review and follow the rules of conduct for this special meeting, which are available in the Meeting Materials section of the virtual meeting. Broadridge Financial Solutions, certifying as to the giving of notice of this meeting to stockholders of record as of December 11th, 2025. I've also been informed—1,499,451,317 shares, representing 78.2% 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 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.
We will close the polls after the proposals have been presented. I will now move to the proposals. Agreement and Plan of Merger, dated as of November 2nd, 2025, which we refer to as the Merger Agreement, binding among Kenvue, Kimberly-Clark, and approve the transactions contemplated therein. As described in the proxy statement accompanying this, the notice of the special meeting, determined that it is fair to, and in the best interest of Kenvue and its stockholders, and declared it advisable that Kenvue enter into the Merger Agreement and consequently declared advisable the Merger Agreement and the consummation of the transaction contemplated thereby, including the mergers. Recommended that the holders of Kenvue common stock approve the adoption of the merger shareholders for adoption. The Kenvue board of directors unanimously recommends a vote for the Merger Proposal.
Approval of the Merger Proposal requires the affirmative vote of the holders of the proposal. Second, a proposal which we refer to as the Advisory Compensation Proposal, to approve on a non-binding advice that is based on or otherwise relates to the transactions contemplated by the Merger Agreement. The Kenvue Board of Directors unanimously recommends a vote for the Advisory Compensation Proposal. Approval of the Advisory Compensation Proposal requires the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at this special meeting and entitled to vote on the proposal. Third, a proposal, which we refer to as the Adjournment Proposal, to approve one or more adjournments of this special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation. The Kenvue Board of Directors unanimously recommends a vote for the Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of the shares present in person or presented by proxy at this special meeting and entitled to vote on the proposal.
The polls will close. The time is now. The Inspector of Election has delivered her preliminary report, which has not taken to full account any votes cast at this special meeting, and which remains subject to final review by the Inspector of Election. 40 of the shares of Kenvue common stock outstanding has voted to approve the Merger Proposal and a majority of voting power of capital stock present in person. Since the merger approval was approved, a vote on the Adjournment Proposal will not be called. Based on such preliminary results, the Advisory Compensation Proposal has been approved by Kenvue stockholders. We will report the final vote results in a current report on Form 8-K filed with the Securities and Exchange Commission. Chair of the board, Larry.
Well, thank you, Teddy. This concludes this special meeting, and I declare this special meeting formally adjourned. We thank-
Thank you for attending today's. You may now disconnect.