KIMBERLY CLARK CORP
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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.
Dec 31, 2025 · Filed Mar 23, 2026
Contents
Proxy Summary
This section contains only selected information. Stockholders should review the entire Proxy Statement before casting their votes.
| Election of directorsElection of 13 directors to serve for a one-year termThe Board recommends a vote FOR all nominees. | See page 26 |
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Our Board Nominees
We believe our director nominees collectively possess the necessary experience and attributes to effectively guide our company.
| Name and Primary Occupation · Age · DirectorSince · Independent · Other PublicCompanyBoards · CommitteeMemberships* | ||||||||
|---|---|---|---|---|---|---|---|---|
| A · MDC · NCG · E | ||||||||
| Michael D. HsuChairman of the Board and CEOKimberly-Clark Corporation | 61 | 2017 | 1 | M | ||||
| Sylvia M. BurwellFormer PresidentAmerican University | 60 | 2022 | l | 0 | M | |||
| John W. CulverFormer Group President North America and COOStarbucks Corporation | 65 | 2020 | l | 1 | C | M | ||
| Mae C. Jemison, M.D.PresidentThe Jemison Group | 69 | 2002 | l | 0 | M | M | ||
| Deeptha KhannaEVP and Chief Business Leader, Personal HealthRoyal Philips | 50 | 2023 | l | 0 | M | |||
| S. Todd MaclinRetired Chairman, Chase Commercial and Consumer BankingJPMorgan Chase & Co. | 69 | 2019 | l | 1 | M | M | ||
| Deirdre A. MahlanInterim Chief Financial Officer, Diageo plcFormer President, CEO and ChairpersonThe Duckhorn Portfolio, Inc. | 63 | 2021 | l | 1 | M | |||
| Sherilyn S. McCoyFormer CEOAvon Products, Inc. | 67 | 2018 | l | 2 | C | |||
| Christa S. QuarlesCEOAlludo | 52 | 2016 | l | 1 | M | M | ||
| Jaime A. RamirezChief Executive OfficerFluidra | 59 | 2021 | l | 0 | M | |||
| Joseph RomanelliPresident, Human Health InternationalMerck | 52 | 2024 | l | 0 | M | |||
| Dunia A. ShiveFormer CEO and PresidentBelo Corp. | 65 | 2019 | l | 2 | C | M | ||
| Mark T. SmuckerChair of the Board, President, and CEOThe J.M. Smucker Company | 56 | 2019 | l | 1 | C | M | ||
| *A = Audit Committee; MDC = Management Development and Compensation Committee;NCG = Nominating and Corporate Governance Committee; E = Executive Committee. | C = Chair; M = Member |
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| 4 | 2026 Proxy Statement |
Proxy summary
Board Snapshot
| DiversityFemale: 7 | Male: 6 | Tenure<5 years: 5 5-10 years: 7 >10 years: 1 Median tenure:6.0 years | Age< 50 years: 150-60 years: 6 61-70 years: 6 Average age:61 years | IndependenceIndependent: 12 Not independent: 1 |
|---|---|---|---|---|
| Ethnically Diverse: 5 | ||||
Skills and Experience
| Experience | Hsu(Chair) | Burwell | Culver | Jemison | Khanna | Maclin | Mahlan | McCoy | Quarles | Ramirez | Romanelli | Shive | Smucker | TOTALS |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consumer Products | l | l | l | l | l | l | l | l | l | l | 10 | |||
| International | l | l | l | l | l | l | l | l | l | l | l | 11 | ||
| Financial Expertise | l | l | l | l | l | l | l | l | l | l | l | 11 | ||
| CEO Leadership | l | l | l | l | l | l | l | l | 8 | |||||
| Digital | l | l | l | l | l | l | l | 7 | ||||||
| Marketing | l | l | l | l | l | l | l | l | l | l | l | 11 | ||
| Innovation/R&D | l | l | l | l | l | l | l | l | 8 | |||||
| Cybersecurity | l | l | l | l | 4 | |||||||||
| Social Responsibility | l | l | l | l | l | l | 6 | |||||||
| M&A | l | l | l | l | l | l | l | l | l | l | l | 11 | ||
| Strategy & Transformation | l | l | l | l | l | l | l | l | l | l | l | l | l | 13 |
| Human Capital | l | l | l | l | l | l | l | l | l | l | l | l | l | 13 |
| Demographic Background | ||||||||||||||
| Tenure (years) | 9 | 4 | 5 | 23 | 2 | 7 | 4 | 7 | 9 | 4 | 1 | 7 | 6 | Median =6.0 |
| Gender | M | F | M | F | F | M | F | F | F | M | M | F | M | |
| Race/Ethnicity* | A | W | W | B | A | W | W | W | W | H | W | O | W | |
- A = Asian; B = Black/African American; H = Hispanic/Latino; W = White; O = Other (Middle Eastern)
For more information, see “Key Director Experience Attributes” on page 28.
| 2026 Proxy Statement | 5 |
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Proxy summary
Service on Other Public Boards
Under our Corporate Governance Policies, directors should not serve on more than four public company boards (including the Kimberly-Clark Board). The Board has reviewed the number of outside directorships held by directors and determined that all directors are in compliance. In addition, when nominating a director for service on the Board or for re-election, the Board considers whether, in light of other commitments (including public company board leadership positions), the nominee will have adequate time to serve as a director of Kimberly-Clark.
Governance Highlights
The Corporate Governance section beginning on page 11 describes our strong governance framework, which includes:
| Our Corporate Governance Profile | |
|---|---|
| Independent Lead Director | Stockholders have right to call special meetings |
| Independent Board committees | Proxy access rights |
| Annual Board and committee evaluations | Stockholder engagement policy and outreach program |
| Annually elected directors | Anti-hedging and pledging policy |
| Independent directors meet without management present | Stock ownership guidelines for directors and executive officers |
| Board and management succession planning | Outside director equity awards not paid out until retirement |
| Robust oversight of strategy and risk | Majority voting in director elections |
Stockholder Engagement
In 2025, we continued our focus on regularly engaging with investors to understand their perspectives on a variety of topics. This process helps ensure that management and the Board understand and consider the issues that matter most to our stockholders and enables us to address them effectively. We reached out to stockholders representing approximately 57 percent of our common stock and engaged with stockholders representing approximately 34 percent of our common stock. We discussed many key topics, including our approach to director refreshment, our corporate governance practices, significant enhancements to our corporate social responsibility and sustainability disclosures and our executive compensation program, as well as the pending Kenvue acquisition after our announcement in November 2025.
Investors continued to express broad support for our governance structures and executive compensation program and shared their views on matters related to shareholder rights and our independent, well-qualified Board. Further, investors highlighted the importance of continuing our ongoing engagement with them on corporate social responsibility and sustainability initiatives. Our corporate governance profile, executive compensation programs, and sustainability initiatives reflect the input of stockholders from our outreach efforts.
Sustainability
Sustainability is a key part of our company and by 2030 we aspire to advance the well-being of one billion people through social programs and reduce our environmental footprint by half. We focus on the areas most relevant to our business and where we believe we can have the biggest impact – climate, forests and biodiversity, water, and plastics.
| 6 | 2026 Proxy Statement |
Proxy summary
Each year, we publish a Global Sustainability Report outlining our key strategies, initiatives, and results in greater detail. Our report includes an addendum of material organized and presented in accordance with the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) Standards, which can be found on our website atwww.kimberly-clark.com/esg. We also publish a Task Force on Climate-related Financial Disclosures (TCFD)-aligned disclosure to enhance visibility to our climate risks and opportunities. Within our disclosure, we cover TCFD’s four core areas: governance, strategy, risk management, and metrics and targets. As part of our commitment to building a diverse workforce, we have adopted the practice of disclosing our annual EEO-1 data on the Sustainability section of our website after our submission of the corresponding report to the U.S. Equal Employment Opportunity Commission.
Our Nominating and Corporate Governance Committee of the Board maintains a standing Sustainability Subcommittee to support the Committee in executing its oversight responsibilities for matters relating to sustainability, corporate social responsibilities, and corporate citizenship and as we continue to incorporate related risks and opportunities into the Board’s overall strategic decision-making. The Sustainability Subcommittee is chaired by independent director Dr. Mae Jemison.
| 2026 Proxy Statement | 7 |
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Proxy summary
| Ratification of AuditorApproval of the Audit Committee’s selection of Deloitte & Touche LLP as Kimberly-Clark’s independent auditor for 2026The Board recommends a vote FOR this proposal. | See page 46 |
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Principal Accounting Firm Fees
Our aggregate fees to Deloitte (excluding value added taxes) with respect to the fiscal years ended December 31, 2025 and 2024, were as follows (dollars in millions):
| 2025 | 2024 | |
|---|---|---|
| Audit Fees(1) | $15.7 | $13.9 |
| Audit-Related Fees(2) | 0.6 | 0.5 |
| Tax Fees(3) | 0.8 | 2.1 |
| All Other Fees(4) | 0.1 | — |
(1)These amounts represent fees billed or expected to be billed for professional services rendered by Deloitte for the audit of Kimberly-Clark’s annual financial statements for the fiscal years ended December 31, 2025 and 2024, reviews of the financial statements included in Kimberly-Clark’s quarterly reports on Form 10-Q, and other services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements for each of those fiscal years. These amounts also include fees for an audit of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.
(2)These amounts represent aggregate fees billed or expected to be billed by Deloitte for assurance and related services reasonably related to the performance of the audit or review of our financial statements, that are not included in the audit fees listed above. These services include engagements related to employee benefit plans, attest services (including for voluntary environmental, social, and governance reporting), assistance with and review of SEC filings, due diligence and accounting consultation in connection with acquisitions and dispositions, and other matters.
(3)These amounts represent Deloitte’s aggregate fees for tax compliance, tax advice and tax planning for 2025 and 2024. Approximately $0.1 million was for tax compliance/preparation fees in 2024.
(4)These amounts represent all other fees for products and services provided by Deloitte and not included in audit fees, audit-related fees, and tax fees above.
| 8 | 2026 Proxy Statement |
Proxy summary
| Say-on-payAdvisory approval of our named executive officers’ compensationThe Board recommends a vote FOR this proposal. | See page 49 |
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2025 Performance and Compensation Highlights
Management did not achieve its financial targets for 2025, mostly due to a more challenging macro environment, pricing pressures, and higher input cost inflation including tariffs. Management nevertheless continued to make good progress executing our strategies for our long-term success. 2025 compensation outcomes as described in the Compensation Discussion & Analysis beginning on page 50 reflect the program’s pay and performance alignment. Despite management’s continued progress executing our strategies for our long-term success during the year, after concluding that management did not achieve its financial or non-financial targets for 2025, the Management Development and Compensation Committee determined to not make adjustment to the annual incentive outcomes, which paid out below target.
| Performance Measures | 2025 Results | 2025 Target |
|---|---|---|
| Organic sales growth | 1.1% | 2.5% |
| Adjusted EPS | $7.37 | $7.56 |
Organic sales growth, a non-GAAP measure, consists of net sales growth excluding the impact of currency translation and divestitures and business exits. Adjusted EPS, a non-GAAP financial measure, consists of diluted earnings per share adjusted for certain items that management or the Committee do not believe reflect our underlying and ongoing operations. For details on how these measures are calculated, see “Compensation Discussion and Analysis - Executive Compensation for 2025, 2025 Performance Goals, Performance Assessments and Payouts” and Appendix A.
The chart at left shows the Total Shareholder Return for Kimberly-Clark, our Executive Compensation Peer Group (taken as a whole), and the S&P 500 for the previous five years, which reflects the value returned to our stockholders.
| KMB | S&P 500 Index | S&P 500 Consumer Staples Index | Peer Companies (dotted) |
| 2026 Proxy Statement | 9 |
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Proxy summary
Compensation Governance Highlights
Our compensation program for executive officers is designed to emphasize performance-based compensation in alignment with our business strategy.
| What We Do | What We Do Not Do |
|---|---|
| A substantial majority of pay is at-risk and a majority is tied to our stock price performance A substantial majority of long-term equity compensation is subject to specified financial targets over a three-year performance period Strong share ownership guidelines Anti-hedging and anti-pledging policy Robust clawback structure Double-trigger change-in-control policy | No excise tax gross-ups upon change of control No excessive perquisites for executives No repricing of underwater stock options without stockholder approval No payment of dividends or dividend equivalents until restricted share units are earned |
| Stockholder ProposalWe received a stockholder proposal to be voted on at this year’s annual meeting, if properly presented. Stockholders are asked to vote against the stockholder proposal.The Board recommends a vote AGAINST this proposal. x | See page 86 |
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| 10 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.