KIMBERLY CLARK CORP
For the period ended Dec 31, 2024. Filed Mar 10, 2025.
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Dec 31, 2024 · Filed Mar 10, 2025
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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)) |
| þ | Definitive 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):
| þ | No 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/MGLG9NG | Who 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 Recommendation | For Further Details | ||
| 1 | Elect as directors the thirteen nominees named in the accompanying proxy statement | “FOR” each director nominee | Page 27 |
| 2 | Ratify the selection of Deloitte & Touche LLP as our independent auditor for 2025 | “FOR” | Page 46 |
| 3 | Approve 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 Statement | 1 |
|---|
Table of Contents
| Notice of Annual Meeting of Stockholders | 1 | |
|---|---|---|
| Proxy Summary | 4 | |
| Corporate Governance | 11 | |
| Board Leadership Structure | 11 | |
| Director Independence | 12 | |
| Board Meetings | 12 | |
| Board Committees | 12 | |
| Compensation Committee Interlocks and Insider Participation | 18 | |
| Stockholder Rights | 18 | |
| Communicating with Directors; Stockholder Engagement Policy | 18 | |
| Stockholder Engagement | 19 | |
| Our Approach to Sustainability | 20 | |
| Inclusion & Belonging | 23 | |
| Other Corporate Governance Policies and Practices | 23 | |
| PROPOSAL 1: Election of Directors | 27 | |
| Process for Director Elections | 27 | |
| Process and Criteria for Nominating Directors | 28 | |
| Key Attributes of Current Directors | 30 | |
| The Nominees | 31 | |
| Director Compensation | 42 | |
| 2024 Outside Director Compensation | 43 | |
| PROPOSAL 2: Ratification of Auditor | 46 | |
| Principal Accounting Firm Fees | 47 | |
| Audit Committee Approval of Audit and Non-Audit Services | 47 | |
| Audit Committee Report | 48 | |
| PROPOSAL 3: Advisory Vote to Approve Named Executive Officer Compensation | 49 | |
| Compensation Discussion and Analysis | 50 | |
| Executive Compensation Objectives and Policies | 53 | |
| Components of Our Executive Compensation Program | 54 | |
| Setting Annual Compensation | 55 | |
| Executive Compensation for 2024 | 57 | |
| Benefits and Other Compensation | 64 | |
| Additional Information about Our Compensation Practices | 66 | |
| Management Development and Compensation Committee Report | 69 | |
| Analysis of Compensation-Related Risks | 70 | |
| Compensation Tables | 71 |
| 2 | 2025 Proxy Statement |
Table of contents
| Summary Compensation | 71 | |
|---|---|---|
| Other Information | 88 | |
| Security Ownership Information | 88 | |
| Delinquent Section 16(a) Reports | 90 | |
| Transactions with Related Persons | 90 | |
| Pay Versus Performance | 91 | |
| CEO Pay Ratio Disclosure | 95 | |
| General Information about our Annual Meeting | 96 | |
| How We Provide Proxy Materials | 96 | |
| Who May Vote | 96 | |
| How to Vote | 96 | |
| How to Revoke or Change Your Vote | 97 | |
| Votes Required | 97 | |
| How Abstentions Will Be Counted | 97 | |
| Effect of Not Instructing Your Broker | 97 | |
| Direct Stock Purchase and Dividend Reinvestment Plan | 97 | |
| Employee Benefit Plans | 98 | |
| Attending the Virtual Annual Meeting | 98 | |
| Costs of Solicitation | 99 | |
| Stockholders Sharing the Same Household | 99 | |
| Stockholder Proposals for Inclusion in Next Year's Proxy Statement | 99 | |
| Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement | 100 | |
| Stockholder Director Nominees Not Included in Next Year's Proxy Statement | 100 | |
| Other Stockholder Proposals Not Included in Next Year's Proxy Statement | 100 | |
| Other Matters to be Presented at the Annual Meeting | 101 | |
| Appendix A | A-1 |
| 2025 Proxy Statement | 3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.