0001944048false00019440482024-05-232024-05-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2024
Kenvue Inc.
 (Exact name of registrant as specified in its charter)
Delaware001-4169788-1032011
(State or other jurisdiction
 of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
199 Grandview Road
Skillman, New Jersey
08558
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (908)-874-1200
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareKVUENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07    Submission of Matters to a Vote of Security Holders.


(a)     Kenvue Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 23, 2024. For more information on the following proposals, see the Company’s proxy statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 10, 2024 (the “2024 Proxy Statement”).

(b)     The final voting results of the matters presented at the 2024 Annual Meeting of Shareholders are set forth below.

1.    Proposal 1 — Election of Directors.

Shareholders elected all 11 director nominees named in the 2024 Proxy Statement to the Company’s Board of Directors (the “Board”) to serve until the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.
Director NomineeForAgainstAbstainBroker Non-Votes
Richard E. Allison, Jr.1,704,415,69121,084,683 1,199,200 76,246,806 
Peter M. Fasolo1,619,262,350 106,258,483 1,178,741 76,246,806 
Tamara S. Franklin1,699,901,058 25,650,837 1,147,679 76,246,806 
Seemantini Godbole1,699,886,300 25,624,274 1,189,000 76,246,806 
Melanie L. Healey1,693,915,698 31,611,959 1,171,917 76,246,806 
Betsy D. Holden1,693,374,108 32,192,798 1,132,668 76,246,806 
Larry J. Merlo1,691,303,246 34,195,517 1,200,811 76,246,806 
Thibaut Mongon1,698,158,935 27,308,331 1,232,308 76,246,806 
Vasant Prabhu1,693,401,379 32,078,889 1,219,306 76,246,806 
Michael E. Sneed1,619,167,767 106,306,441 1,225,366 76,246,806 
Joseph J. Wolk1,619,361,580 106,134,995 1,202,999 76,246,806 


2.    Proposal 2 — Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation.

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

ForAgainstAbstainBroker Non-Votes
1,672,496,312 52,725,956 1,477,306 76,246,806 
    


3.    Proposal 3 — Approve on a Non-Binding Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation.

Shareholders approved, on a non-binding advisory basis, every 1 year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.

1 Year2 Year3 YearAbstainBroker Non-Votes
1,702,135,873 1,254,867 20,726,826 2,582,008 76,246,806 



    


4.    Proposal 4 — Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm for 2024.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
ForAgainstAbstain
1,800,563,894 1,388,569 993,917 


(d)    In light of the preference expressed by the Company’s shareholders through their advisory votes on Proposal 3 as described above, the Board has determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis, until the next advisory vote on the frequency of future advisory votes on named executive officers compensation, which is expected to be held at the Company’s 2030 Annual Meeting of Shareholders.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
KENVUE INC.
Date: May 28, 2024By:/s/ Edward J. Reed
  Name:
Title:		Edward J. Reed
Vice President, Corporate Secretary

v3.24.1.1.u2
Cover
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name Kenvue Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41697
Entity Tax Identification Number 88-1032011
Entity Address, Address Line One 199 Grandview Road
Entity Address, City or Town Skillman
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08558
City Area Code (908)
Local Phone Number 874-1200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol KVUE
Security Exchange Name NYSE
Entity Central Index Key 0001944048
Amendment Flag false
Kenvue (NYSE:KVUE)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024 Click aqui para mais gráficos Kenvue.
Kenvue (NYSE:KVUE)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024 Click aqui para mais gráficos Kenvue.