KIMBERLY CLARK CORP
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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Dec 31, 2025 · Filed Mar 23, 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)) |
| 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 (NASD: KMB) is a global company focused on delivering essential products and solutions that solve unmet consumer needs and provide Better Care for a Better World. We have manufacturing facilities in 30 countries, including our equity affiliates, and products sold in more than 175 countries and territories. Our products are sold under well-known, trusted brands such as Kleenex, Scott, Huggies, Pull-Ups, Kotex and Depend.In June 2025, we announced that we will form a joint venture with Suzano comprised of substantially all the operations of our International Family Care and Professional business. Closing is expected to take place in mid-2026. We will retain a 49 percent interest in the joint venture.In November 2025, we entered into an agreement to acquire all of the outstanding equity of Kenvue, a global consumer health leader. Closing is expected to take place in the second half of 2026. In January 2026, Kimberly-Clark and Kenvue stockholders voted overwhelmingly to approve all of the proposals necessary for us to complete the acquisition.
| 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 |
| $10.8 Billion | $5.7 Billion | $3.3 Billion |
| * Reported as discontinued operations. | ||
Michael D. HsuChairman of the Board and Chief Executive Officer“We are well positioned to capitalize on the tremendous opportunities ahead in 2026."
March 23, 2026FELLOW STOCKHOLDERS:On behalf of the Kimberly-Clark Board of Directors, thank you for your continued engagement with and ownership of our company. As stockholders, you are at the center of our value creation efforts—and your commitment to Kimberly-Clark has fueled our completion of yet another transformational year for this great American company. For more than 150 years, Kimberly-Clark has delivered essential, everyday care that improves people’s lives. Over the past two years, our Powering Care strategy and new operating model have positioned us to do that even better. Our transformation has put us on a Virtuous Cycle of growth.In 2025, we accelerated our momentum across the board, delivering strong results while navigating a dynamic external environment and taking decisive actions to pivot our portfolio to higher-growth, higher-margin personal care categories. These actions include:•The announcement of our pending acquisition of Kenvue to create a $32 billion global health and wellness leader, which we expect will generate significant value for shareholders and raise the standard of care for billions of consumers around the world.•The announcement of a strategic joint venture with Suzano and our International Family Care & Professional (IFP) business to create a preeminent international tissue and professional products company—expected to drive significant shareholder returns following the close of the transaction which is expected in mid-2026.Additionally, in 2025 we took a decisive step to optimize our supply chain network in North America, with a $2 billion investment focused on building an advanced manufacturing facility in Warren, Ohio, and an automated distribution center at our Beech Island, South Carolina plant. These will accelerate our innovation pipelines and support our growth ambitions.2025 results reflect the enhanced strength and resilience of our business.* •Net sales of $16.4 billion, a decrease of 2.1%, with organic sales increasing 1.7%•Gross margin of 36% with an adjusted gross margin of 37.3%•Operating profit of $2.4 billion in 2025 versus $2.7 billion in 2024. Adjusted operating profit of $2.7 billion in 2025, in line with 2024•Diluted earnings per share (inclusive of discontinued operations) of $6.07 compared to $7.55 in 2024. Adjusted earnings per share of $7.53 compared to $7.30 in 2024Kimberly-Clark declared an increase to our regular quarterly dividend, our 54th consecutive year of doing so.
2026 Proxy Statement
Letter to Shareholders
Our commitment to providing Better Care for a Better World underpins the implementation of our Powering Care strategy. Last year, we advanced our purpose in new and meaningful ways. As part of the Kimberly-Clark Foundation’s sharpened strategic focus, we deepened our commitment to advancing essential care for women and girls on their journeys through puberty and motherhood. Through the careful selection of four strategic, global NGO partners with significant expertise in menstrual care and maternal and infant health, we expect to improve the lives of an estimated 24 million women and girls over the next three years.We also continued to address complex sustainability challenges that impact our business, to position us to deliver more value to our stakeholders. Our sustainability pillars—Better Products, Better Planet, Better Workplace, and Better Society—continue to anchor our actions and shape how we create value. This is an exciting time for Kimberly-Clark and our shareholders as we take the next steps to drive further growth and value creation through the Kenvue acquisition. I look forward to collaborating with our leadership team as we continue our integration planning efforts in anticipation of the close later this year.Your vote is important. We invite you to join us at the Annual Meeting of Stockholders which will be held virtually on Thursday, May 14, 2026 at 8:00 a.m. Central 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 unlock our next chapter of growth and seize the vast opportunity ahead.Michael D. HsuChairman of the Board and Chief Executive Officer* Results reflect continuing operations unless otherwise noted. Organic sales growth, adjusted gross margin, adjusted operating profit, and adjusted earnings per share (including discontinued operations) are non-GAAP financial measures. Please see Appendix A for a reconciliation of GAAP to non-GAAP measures.
2026 Proxy Statement
Notice of Annual Meeting of Stockholders
| Date and TimeMay 14, 2026 (Thursday)8:00 AM (Central) | LocationLive Webcasthttps://meetnow.global/MUAPH5P | Who May VoteStockholders of record at the close of business on the record date of March 16, 2026 |
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 26 |
| 2 | Ratify the selection of Deloitte & Touche LLP as our independent auditor for 2026 | “FOR” | Page 46 |
| 3 | Approve the compensation for our named executive officers in an advisory vote | “FOR” | Page 49 |
| 4 | To vote on a stockholder proposal that may be presented at the meeting. | “AGAINST” | Page 86 |
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 100.
By Order of the Board of Directors.
Courtney J. Roane
Vice President, Deputy General Counsel
and Corporate Secretary
March 23, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2026: The Proxy Statement and proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, are available at investor.kimberly-clark.com.
| 2026 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 | 19 | |
| Inclusion & Belonging | 22 | |
| Other Corporate Governance Policies and Practices | 23 | |
| PROPOSAL 1: Election of Directors | 26 | |
| Process for Director Elections | 26 | |
| Process and Criteria for Nominating Directors | 27 | |
| Key Attributes of Current Directors | 29 | |
| The Nominees | 30 | |
| Director Compensation | 42 | |
| 2025 Outside Director Compensation | 44 | |
| 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 2025 | 57 | |
| Benefits and Other Compensation | 63 | |
| Additional Information about Our Compensation Practices | 65 | |
| Management Development and Compensation Committee Report | 67 | |
| Analysis of Compensation-Related Risks | 68 |
| 2 | 2026 Proxy Statement |
Table of contents
| Compensation Tables | 69 | |
|---|---|---|
| Summary Compensation | 69 | |
| PROPOSAL 4: Stockholder Proposal to Require Independent Board Chair | 86 | |
| Other Information | 90 | |
| Security Ownership Information | 90 | |
| Transactions with Related Persons | 92 | |
| Delinquent Section 16(a) Reports | 92 | |
| Pay Versus Performance | 93 | |
| CEO Pay Ratio Disclosure | 97 | |
| General Information about our Annual Meeting | 98 | |
| How We Provide Proxy Materials | 98 | |
| Who May Vote | 98 | |
| How to Vote | 98 | |
| How to Revoke or Change Your Vote | 99 | |
| Votes Required | 99 | |
| How Abstentions Will Be Counted | 99 | |
| Effect of Not Instructing Your Broker | 99 | |
| Direct Stock Purchase and Dividend Reinvestment Plan | 100 | |
| Employee Benefit Plans | 100 | |
| Attending the Virtual Annual Meeting | 100 | |
| Costs of Solicitation | 101 | |
| Stockholders Sharing the Same Household | 101 | |
| Stockholder Proposals for Inclusion in Next Year's Proxy Statement | 101 | |
| Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement | 102 | |
| Stockholder Director Nominees Not Included in Next Year's Proxy Statement | 102 | |
| Other Stockholder Proposals Not Included in Next Year's Proxy Statement | 102 | |
| Other Matters to be Presented at the Annual Meeting | 103 | |
| Appendix A | A-1 |
| 2026 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.