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KIMBERLY CLARK CORP

For the period ended Dec 31, 2024. Filed Mar 10, 2025.

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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.

Dec 31, 2024 · Filed Mar 10, 2025

KMB$108.43-1.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantþ Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

Kimberly-Clark Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Company Overview

Kimberly-Clark (NYSE: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. We are headquartered in Dallas, Texas with approximately 38,000 employees worldwide and manufacturing facilities in 30 countries. Fueled by ingenuity, creativity, and an understanding of people’s most essential needs, we create products that help individuals experience more of what’s important to them.Our portfolio of brands includes Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll. In 2024, we generated net sales of $20.1 billion with approximately 55 percent of net sales in North America and approximately 45 percent in international markets. During 2024, we announced our 2024 transformation initiative in order to create a more agile and focused operating structure that will accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on investment. As part of this transformation, we realigned our internal operating and management structure. We now have three reportable business segments - North America, International Personal Care and International Family Care and Professional – as shown below, with 2024 net sales for each segment.

North America (NA)International Personal Care (IPC)International Family Care & Professional (IFP)
•Baby and Child Care•Adult Care•Feminine Care•Family Care•Professional•Baby and Child Care•Adult Care•Feminine Care•Family Care•Professional
$11.0 Billion$5.7 Billion$3.3 Billion

Michael D. HsuChairman of the Board and Chief Executive Officer"… we set a strong foundation for continued growth and value creation into 2025 ..."

March 10, 2025FELLOW STOCKHOLDERS:On behalf of the Kimberly-Clark Board of Directors, thank you for your continued engagement with our company. Your role as stockholders places you at the center of our value-creation efforts—and your commitment to Kimberly-Clark was a driving force behind the breakthrough year we just completed.In 2024, Kimberly-Clark launched a rapid and results-driven transformation through our Powering Care strategy. Our new strategy deepens our commitment to provide Better Care for a Better World and will enable us to deliver balanced and sustainable growth over the long term. In short, it positions Kimberly-Clark to compete and win. This year, we did just that. Our 2024 results exceeded the new long-term growth algorithm we provided as we rolled out Powering Care—even amidst discrete macroeconomic headwinds. I am proud of our teams around the world who made this possible.The early success of our transformation is driven by strong execution and significant progress against each of our three core strategic pillars: •Accelerating pioneering innovation with advancement of our exciting pipeline and launch of new solutions;•Optimizing our margin structure driven by significant gross margin improvement and supply chain productivity; and •Wiring our organization for growth, which includes the transition to three new operating segments to enable a faster, more focused and more efficient go-to-market strategy.Led by our dedicated teams, we set a strong foundation for continued growth and value creation into 2025 and beyond.In the first year of our transformation, we produced solid results :* •Sales of $20.1 billion, a decrease of 1.8%, with organic sales increasing by 3.2%•Gross margin of 35.8% with adjusted gross margin expanding meaningfully by 200 basis points to 36.5%•Operating profit of $3.2 billion in 2024 versus $2.3 billion in 2023. Adjusted operating profit of $3.2 billion in 2024 versus $3.0 billion in 2023•Diluted earnings per share of $7.55 compared to $5.21 in 2023. Adjusted earnings per share of $7.30 compared to $6.57 in 2023In 2024, we generated cash from operations of $3.2 billion and adjusted free cash flow* of $2.7 billion, exceeding our $2 billion plus annual target. Additionally, the company returned $2.6 billion to stockholders through our dividends and share repurchases in 2024. What’s more, our 2025 quarterly dividend has increased by 3.3%—resulting in our 53rd consecutive year of dividend increases.In 2025, our teams remain united in our singular goal of accelerating value creation for all stakeholders. Having laid the groundwork in 2024, 2025 will see us scale our initiatives by leveraging our global positioning to inform our local strategies. We will continue investing to ensure superior brand propositions and launching innovative new solutions while transforming our global supply chain, reducing complexity, and driving profitability.

2025 Proxy Statement

Letter to Shareholders

Our experienced Board of Directors has played a key role in overseeing our continued transformation and is committed to serving our global consumers and driving shareholder value. In November, we added to our expertise with the addition of Joe Romanelli to our Board. We have already begun to leverage his global leadership experience and his expertise in biosciences and healthcare as we continue to produce safe products to care for our planet.Our commitment to sustainable practices that address risks and increase resiliency remains strong, and in 2024 we continued to drive positive impact across our pillars of Better Products, Better Planet, Better Workplace and Better Society. With a longstanding focus on sustainable practices that support a healthy planet and build strong communities, we are working to ensure that our business thrives for decades to come. As always, your vote is important. We encourage you to join us at the Annual Meeting of Stockholders which will be held virtually on Thursday, May 1, 2025 at 8:00 a.m. Central Standard Time . Regardless of whether you plan to join the meeting, I urge you to vote your shares as soon as possible. Information about voting your shares is included in this proxy statement.Thank you for your continued investment in Kimberly-Clark as we continue to perform and transform.Michael D. HsuChairman of the Board and Chief Executive Officer* Organic sales growth, adjusted gross margin, adjusted operating profit, adjusted earnings per share and adjusted free cash flow are non-GAAP financial measures. Please see Appendix A for a reconciliation of GAAP to non-GAAP measures.

2025 Proxy Statement

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Notice of Annual Meeting of Stockholders

Date and TimeMay 1, 2025 (Thursday)8:00 AM (Central)LocationLive Webcasthttps://meetnow.global/MGLG9NGWho May VoteStockholders of record at the close of business on the record date of March 3, 2025

There will not be an option to attend the meeting in person. Please see “Attending the Virtual Annual Meeting” for more information.

Voting Items Proposals

Board Vote RecommendationFor Further Details
1Elect as directors the thirteen nominees named in the accompanying proxy statement“FOR” each director nomineePage 27
2Ratify the selection of Deloitte & Touche LLP as our independent auditor for 2025“FOR”Page 46
3Approve the compensation for our named executive officers in an advisory vote“FOR”Page 49

Stockholders will take action upon any other business that may properly come before the meeting.

The accompanying proxy statement also is being used to solicit voting instructions for shares of Kimberly-Clark common stock that are held by the trustees of our employee benefit and share purchase plans for the benefit of the participants in the plans. It is important that participants in the plans indicate their voting preferences by using the Internet or telephone or by signing, dating and returning the voting instruction card, which is enclosed with the proxy statement, in the envelope provided.

To attend the virtual meeting, please follow the instructions on page 98.

By Order of the Board of Directors.

Grant B. McGee

Senior Vice President, General Counsel

and Corporate Secretary

March 10, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 1, 2025: The Proxy Statement and proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2024, are available at investor.kimberly-clark.com.

2025 Proxy Statement1

Table of Contents

Notice of Annual Meeting of Stockholders1
Proxy Summary4
Corporate Governance11
Board Leadership Structure11
Director Independence12
Board Meetings12
Board Committees12
Compensation Committee Interlocks and Insider Participation18
Stockholder Rights18
Communicating with Directors; Stockholder Engagement Policy18
Stockholder Engagement19
Our Approach to Sustainability20
Inclusion & Belonging23
Other Corporate Governance Policies and Practices23
PROPOSAL 1: Election of Directors27
Process for Director Elections27
Process and Criteria for Nominating Directors28
Key Attributes of Current Directors30
The Nominees31
Director Compensation42
2024 Outside Director Compensation43
PROPOSAL 2: Ratification of Auditor46
Principal Accounting Firm Fees47
Audit Committee Approval of Audit and Non-Audit Services47
Audit Committee Report48
PROPOSAL 3: Advisory Vote to Approve Named Executive Officer Compensation49
Compensation Discussion and Analysis50
Executive Compensation Objectives and Policies53
Components of Our Executive Compensation Program54
Setting Annual Compensation55
Executive Compensation for 202457
Benefits and Other Compensation64
Additional Information about Our Compensation Practices66
Management Development and Compensation Committee Report69
Analysis of Compensation-Related Risks70
Compensation Tables71
22025 Proxy Statement

Table of contents

Summary Compensation71
Other Information88
Security Ownership Information88
Delinquent Section 16(a) Reports90
Transactions with Related Persons90
Pay Versus Performance91
CEO Pay Ratio Disclosure95
General Information about our Annual Meeting96
How We Provide Proxy Materials96
Who May Vote96
How to Vote96
How to Revoke or Change Your Vote97
Votes Required97
How Abstentions Will Be Counted97
Effect of Not Instructing Your Broker97
Direct Stock Purchase and Dividend Reinvestment Plan97
Employee Benefit Plans98
Attending the Virtual Annual Meeting98
Costs of Solicitation99
Stockholders Sharing the Same Household99
Stockholder Proposals for Inclusion in Next Year's Proxy Statement99
Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement100
Stockholder Director Nominees Not Included in Next Year's Proxy Statement100
Other Stockholder Proposals Not Included in Next Year's Proxy Statement100
Other Matters to be Presented at the Annual Meeting101
Appendix AA-1
2025 Proxy Statement3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.