KIMBERLY CLARK CORP
For the period ended Mar 11, 2024. Filed Mar 11, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 11, 2024 · Filed Mar 11, 2024
Contents
Appendix B
NON-GAAP FINANCIAL MEASURES
| Twelve Months Ended December 31, 2023 | |||||
|---|---|---|---|---|---|
| AsReported | Sale of Brazil Tissue and K-C ProfessionalBusiness | Impairment of Intangible Assets | Pension Settlements | AsAdjustedNon-GAAP | |
| Cost of products sold | $13,399 | $15 | $— | $— | $13,384 |
| Gross Profit | 7,032 | (15) | — | — | 7,047 |
| Marketing, research and general expenses | 3,961 | 15 | — | — | 3,946 |
| Impairment of intangible assets | 658 | — | 658 | — | — |
| Other (income) and expense, net | 69 | (74) | — | — | 143 |
| Operating Profit | 2,344 | 44 | (658) | — | 2,958 |
| Nonoperating expense | (96) | — | — | (35) | (61) |
| Provision for income taxes | (453) | (18) | 175 | 9 | (619) |
| Effective tax rate | 22.4% | — | — | — | 23.2% |
| Net income attributable to noncontrolling interests | — | — | 20 | — | (20) |
| Net Income Attributable to Kimberly-Clark Corporation | 1,764 | 26 | (463) | (26) | 2,227 |
| Diluted Earnings per Share(a) | 5.21 | 0.08 | (1.36) | (0.08) | 6.57 |
| Twelve Months Ended December 31, 2022 | ||||
|---|---|---|---|---|
| AsReported | Acquisitionof ControllingInterest in Thinx | PensionSettlements | AsAdjustedNon-GAAP | |
| Marketing, research and general expenses | $3,581 | $21 | $— | $3,560 |
| Other (income) and expense, net | (43) | (85) | — | 42 |
| Operating Profit | 2,681 | 64 | — | 2,617 |
| Nonoperating expense | (73) | — | (52) | (21) |
| Provision for income taxes | (495) | 4 | 13 | (512) |
| Effective tax rate | 21.2% | — | — | 22.0% |
| Net Income Attributable to Kimberly-Clark Corporation | 1,934 | 68 | (39) | 1,905 |
| Diluted Earnings per Share(a) | 5.72 | 0.20 | (0.12) | 5.63 |
(a) "As Adjusted Non-GAAP" may not equal "As Reported" plus "Adjustments" as a result of rounding.
| 2024 Proxy Statement | B-1 |
|---|
Invitation to Stockholders
Notice of 2024 Annual Meeting
Proxy Statement
| YOUR VOTE IS IMPORTANTThe meeting will be held on May 2, 2024 at 8:00 a.m. (Central Time). All votes must be received by the end of the meeting. | |
| SCANthe QR code or visit envisionreports.com/KMBto vote your shares | |
| CALL1-800-652-VOTE (8683) withinthe USA, US territories and Canada | |
| 2024 ANNUAL MEETING – PROXY CARD | |
|---|---|
| Attend the meeting on May 2, 2024 at 8:00 a.m. (Central Time), virtually at meetnow.global/MLD9KMQ. | |
â IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. â
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Election of Directors: | |||||||||||
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | |||
| 01 - Sylvia M. Burwell | ¨ | ¨ | ¨ | 02 - John W. Culver | ¨ | ¨ | ¨ | 03 - Michael D. Hsu | ¨ | ¨ | ¨ |
| 04 - Mae C. Jemison, M.D. | ¨ | ¨ | ¨ | 05 - Deeptha Khanna | ¨ | ¨ | ¨ | 06 - S. Todd Maclin | ¨ | ¨ | ¨ |
| 07 - Deirdre A. Mahlan | ¨ | ¨ | ¨ | 08 - Sherilyn S. McCoy | ¨ | ¨ | ¨ | 09 - Christa S. Quarles | ¨ | ¨ | ¨ |
| 10 - Jaime A. Ramirez | ¨ | ¨ | ¨ | 11 - Dunia A. Shive | ¨ | ¨ | ¨ | 12 - Mark T. Smucker | ¨ | ¨ | ¨ |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 THROUGH 4: | |||||||
|---|---|---|---|---|---|---|---|
| For | Against | Abstain | For | Against | Abstain | ||
| 2. Ratification of Auditor | ¨ | ¨ | ¨ | 3. Advisory Vote to Approve Named Executive Officer Compensation | ¨ | ¨ | ¨ |
| 4. Adopt Amended and Restated Certificate of Incorporation to limit certain officer liability and make other technical changes | ¨ | ¨ | ¨ | ||||
AUTHORIZED SIGNATURES — THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO COUNT; PLEASE DATE AND SIGN BELOW.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. |
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| 1 U P X | KMB | |
| 03XRDB | ||
| ATTENDthe meeting on May 2, 2024 at 8:00 a.m. (Central Time). | YOUR VOTE MATTERS•Have a voice•Keep your account active•Stay informed | ||
| To access the virtual meeting, you must have the login details in the white circle located on the reverse side. | SAVE PAPER AND TIME...To receive meeting materials by email, enroll at envisionreports.com/KMB. | ||
|---|---|---|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING
TO BE HELD ON MAY 2, 2024: The Notice of the Annual Meeting, the Proxy Statement, and the 2023 Annual Report, including
Form 10-K, are available at investor.kimberly-clark.com
â IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. â
2024 ANNUAL MEETING – PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING — MAY 2, 2024
Michael D. Hsu, Grant B. McGee and Alison M. Rhoten, or any of them, with full power of substitution to each, hereby are appointed proxies and are authorized to vote, as specified on the reverse side of this card, all shares of common stock that the undersigned is entitled to vote at the Annual Stockholder Meeting of Kimberly-Clark Corporation, to be held virtually via the internet at meetnow.global/MLD9KMQ on Thursday, May 2, 2024 at 8:00 a.m. Central Time and at any adjournment thereof. In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4.
IF YOU PREFER TO VOTE SEPARATELY ON INDIVIDUAL PROPOSALS YOU MAY DO SO BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE AND SIGNING AND DATING.
This card also constitutes voting instructions to the trustees of the Corporation’s employee benefits and stock purchase plans to vote whole shares attributable to accounts the undersigned may hold under such plans. If no voting instructions are provided, the respective plan committees, which are comprised of management personnel, will direct the trustees to vote the shares. Please date, sign and return this proxy/voting instruction card promptly. If you own shares directly and plan to attend the Annual Stockholder Meeting, please so indicate in the space provided below.
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE PLEASE RETURN THIS CARD IN THE SELF-ADDRESSED ENVELOPE PROVIDED.
NON-VOTING ITEMS
| Change of Address — Please print new address below. | Comments — Please print your comments below. | Meeting AttendanceMark box to the right if you plan to attend the Annual Meeting. | ¨ |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.