Independent
Tenure on this board
4.1 yrs
13 nominees · 4 ballot items.
Election of 13 directors; Ratification of Deloitte & Touche LLP as independent auditor; Advisory approval of named executive officer compensation (say-on-pay); Stockholder proposal to require an independent board chair presented by The Accountability Board, Inc.
Election of thirteen director nominees to serve until the 2026 Annual Meeting; vote FOR each nominee recommended by the Board.
Ratify selection of Deloitte & Touche LLP as Kimberly-Clark’s independent auditor for 2026; Board recommends FOR.
Advisory approval of the compensation of the company’s named executive officers as disclosed in the proxy; Board recommends FOR.
Stockholder proposal requesting that the Board adopt a policy and amend bylaws to require any Board Chair to be independent; Board recommends AGAINST; proponent: The Accountability Board, Inc.
The shareholder proposal, submitted by The Accountability Board, Inc., requests that Kimberly-Clark adopt a policy and amend its bylaws to require the Board Chair be independent. The proponent contends the combined Chair/CEO structure since 2020 has weakened governance and that an independent chair would improve oversight, accountability, and Board independence, citing ISS and Glass Lewis governance guidance and comparative metrics. The Board opposes the proposal, arguing it should retain flexibility to determine its leadership structure, pointing to its Independent Lead Director role, majority-independent Board, and current strategic context — specifically the pending Kenvue acquisition and integration — as reasons a combined Chair/CEO is appropriate now. The Board emphasizes its governance practices, the strength of the Independent Lead Director role, and that adopting a rigid policy could constrain the Board’s ability to act in shareholders’ best interests; it also cites peer practices and governance survey data. The proposal raises standard governance trade-offs between formal structural separation of leadership roles versus board flexibility and reliance on an Independent Lead Director; key considerations include the company's present strategic transactions, the qualifications of the current Chairman/CEO, and investor preferences on board leadership structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.5% | 21,648,820 | $2.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 21,545,586 | $2.1B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 16,154,102 | $1.6B |
| 4 | BlackRock, Inc. | 4.2% | 13,964,838 | $1.3B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.9% | 9,660,478 | $932M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.7% | 8,808,737 | $850M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 7,579,309 | $728M |
| 8 | BlackRock, Inc. | 2.1% | 6,825,945 | $658M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.6% | 5,174,726 | $499M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.5% | 4,940,823 | $477M |
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