Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 2, 2019
(Date of earliest event reported)
kclogoa03.jpg

KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-225
39-0394230
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
 
 
 
P.O. Box 619100, Dallas, Texas
 
75261-9100
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (972) 281-1200

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
KMB
New York Stock Exchange





Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)
On May 2, 2019, the Board of Directors (the “Board”) of Kimberly-Clark Corporation (the “Corporation”) amended the Corporation’s By-Laws to specify the Delaware Court of Chancery (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) as the sole and exclusive forum for certain legal actions involving the Corporation unless the Corporation selects or consents to the selection of an alternative forum.

The amended By-Laws also amend our proxy access bylaw to change the specified time for director nominations and include other miscellaneous updates.

The description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the amended By-Laws, a copy of which is attached to this Report as Exhibit (3)b and is incorporated herein by reference.


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

(a)    The Corporation held its 2019 Annual Meeting of Stockholders on May 2, 2019.

(b)
The stockholders (1) elected all of the Corporation’s nominees for director, (2) ratified the selection of Deloitte & Touche LLP as our independent auditors for 2019 and (3) approved the compensation of our named executive officers on an advisory basis.

The final voting results on each of the matters submitted to a vote are as follows:

1.
Election of Directors:

Name
 
Votes
For
 
Votes
Against
 

Abstentions
 
Broker
Non-Votes
Abelardo E. Bru
 
234,542,027

 
8,347,702

 
612,415

 
62,639,319

Robert W. Decherd
 
236,344,013

 
6,531,567

 
626,564

 
62,639,319

Thomas J. Falk
 
236,781,056

 
6,122,067

 
599,021

 
62,639,319

Fabian T. Garcia
 
240,938,633

 
1,947,955

 
615,556

 
62,639,319

Michael D. Hsu
 
240,553,846

 
2,339,323

 
608,975

 
62,639,319

Mae C. Jemison, M.D.
 
235,483,507

 
7,456,741

 
561,896

 
62,639,319

Nancy J. Karch
 
241,321,147

 
1,595,698

 
585,300

 
62,639,319

S. Todd Maclin
 
241,765,681

 
1,102,044

 
634,419

 
62,639,319

Sherilyn S. McCoy
 
241,709,753

 
1,215,118

 
577,273

 
62,639,319

Christa S. Quarles
 
241,788,333

 
1,129,597

 
584,215

 
62,639,319

Ian C. Read
 
239,652,913

 
3,225,615

 
623,616

 
62,639,319

Marc J. Shapiro
 
234,125,492

 
8,756,622

 
620,031

 
62,639,319

Dunia A. Shive
 
241,759,356

 
1,115,232

 
627,556

 
62,639,319

Michael D. White
 
241,433,426

 
1,435,431

 
633,288

 
62,639,319


2.
Ratification of Deloitte & Touche LLP as Independent Auditors for 2019:
Votes
For
 
Votes
Against
 

Abstentions
294,177,969

 
11,023,201

 
940,294










3.
Advisory Approval of Named Executive Officer Compensation:
Votes
For
 
Votes
Against
 

Abstentions
 
Broker
Non-Votes
232,084,143

 
9,626,322

 
1,791,679

 
62,639,319



Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. (3)b. Amended By-Laws of Kimberly-Clark Corporation.





SIGNATURE

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.
    
 
 
 
KIMBERLY-CLARK CORPORATION
 
 
 
 
 
Date:
May 3, 2019
 
By:
/s/ Grant B. McGee
 
 
 
 
Grant B. McGee
Vice President and Secretary