Kimberly Clark : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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 Registrant ☑

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))

• 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):

• 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 41,000 employees worldwide and manufacturing facilities in 33 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, Plenitud, Viva, Softex, Sweety, Thinx, and WypAll.

In 2023, we generated net sales of $20.4 billion with approximately 54 percent of net sales in North America and approximately 46 percent in international markets. We have three reportable business segments - Personal Care, Consumer Tissue, and K-C Professional

- as shown below with 2023 net sales for each segment.

Personal Care	Consumer Tissue
•	Diapers	•	Bathroom Tissue
•	Training/Youth/Swim Pants	•	Facial Tissue
•	Baby Wipes	•	Paper Towels

• Feminine Care
• Incontinence Care

K-C Professional (KCP)

• Facial Tissue, Bathroom Tissue and Paper Towels for away-from- home use
• Wipers
• PPE and Safety Products

$10.7 Billion	$6.3 Billion	$3.4 Billion

Michael D. Hsu

Chairman of the Board and Chief Executive Officer

"… I am proud of how our teams around the world continued to execute and ultimately deliver strong results."

March 11, 2024

FELLOW STOCKHOLDERS:

On behalf of the Kimberly-Clark Board of Directors, thank you for your continued interest, ownership, and engagement with our company. As stockholders, you are at the center of our value-creation efforts.

This was another dynamic year for all of us, and I am proud of how our teams around the world continued to execute and ultimately deliver solid results. Despite facing persistent macroeconomic challenges, we successfully executed our strategy, delivering better organic growth and a stronger recovery of costs, margins, and earnings than we anticipated at the start of the year.

We delivered solid results in 2023.*

• Sales of $20.4 billion, an increase of 1%, with organic sales up 5% and above our three-year average of 4%
• Gross margin improved by 360 basis points to 34.4% and adjusted gross margin improved by 370 basis points to 34.5%
• Operating profit was $2.34 billion in 2023 versus $2.68 billion in 2022. Adjusted operating profit was $2.96 billion in 2023 versus $2.62 billion in 2022
• Diluted earnings per share were $5.21 compared to $5.72 in 2022. Adjusted earnings per share were $6.57 compared to $5.63 in 2022

In 2023, we generated cash from operations of $3.5 billion and free cash flow of $2.8 billion, reflecting better capital discipline that we are driving throughout the organization. We also allocated capital in stockholder-friendly ways - increasing the annual dividend by 1.7%, our 51st consecutive year of dividend increases, and returning approximately $1.8 billion to stockholders through dividends and share repurchases.

Our growth strategy leverages our discipline and focus as a consumer-centric enterprise. As we continue to face dynamic external conditions and evolving consumer preferences, we will continue to invest in category-defining innovation and differentiating our global brands while maintaining a disciplined cost structure to position us for long-term value creation.

We continued to evolve our highly engaged, independent and diverse board.

Our directors have expertise in the priority areas for Kimberly-Clark and reflect the diversity of our global consumers and product portfolio. In September, we welcomed new director, Deeptha Khanna. Her deep international expertise in consumer products goods and the health sector will provide invaluable perspective as we execute our growth strategy and deliver our purpose of Better Care for a Better World. Our Board is now more than 50% women and nearly 40% of our directors are ethnically diverse.

Recognizing the strategic role that sustainability plays in our enterprise, the Board recently established a Sustainability Subcommittee of the Nominating and Corporate Governance Committee, dedicated to continuing to drive the organization forward in this important area and reaching our ambitious sustainability milestones.

Finally, I note that Mike White, our Lead Director since 2020, is not standing for re-election when his term expires at the Annual Meeting of Stockholders. I extend my deep gratitude to Mike for his strategic vision, business acumen, and strong leadership during his eight years of service on our Board. I am pleased to share that the Board has appointed Sherilyn M. McCoy, a director since 2018, as our new Lead Director effective following the Annual Meeting.

Your vote is important.

We invite you to join us at the Annual Meeting of Stockholders which will be held virtually on Thursday, May 2, 2024 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 again for your continued investment in Kimberly-Clark, and the confidence you place in our Board of Directors. Sincerely,

Michael D. Hsu

Chairman of the Board and Chief Executive Officer

• Organic sales describes the impact of changes in volume, net selling prices, and product mix on net sales and excludes changes in foreign currency exchange rates, acquisitions, and exited businesses. Adjusted gross margin, adjusted operating profit, adjusted earnings per share, and free cash flow are non-GAAP financial measures. Free cash flow is cash provided by operations less capital spending. Please see Appendix B for a reconciliation of GAAP to Non-GAAP measures.

2024 Proxy Statement

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Notice of Annual Meeting of Stockholders

Date and Time

May 2, 2024 (Thursday) 8:00 AM

(Central)

Location

Live Webcast https://meetnow.global/MLD9KMQ

Who May Vote

Stockholders of record at the close of business on

the record date of March 4, 2024

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 twelve nominees named in the	"FOR" each director nominee	Page 27
accompanying proxy statement
2	Ratify the selection of Deloitte & Touche LLP as our	"FOR"	Page 46
independent auditor for 2024
3	Approve the compensation for our named executive officers	"FOR"	Page 49
in an advisory vote
4	Adopt Amended and Restated Certificate of Incorporation to limit	"FOR"	Page 89
certain officer liability and make other administrative updates

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 102.

By Order of the Board of Directors.

Alison M. Rhoten

Vice President, Deputy General Counsel, Global

Corporate Affairs and Corporate Secretary

March 11, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 2, 2024: The Proxy Statement and proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2023, are available at investor.kimberly-clark.com.

2024 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, Equity, and Diversity	23
Other Corporate Governance Policies and Practices	24
PROPOSAL 1: Election of Directors		27
Process for Director Elections	27
Process and Criteria for Nominating Directors	28
Key Attributes of Current Directors	30
Diversity of Directors	30
The Nominees	31
Director Compensation	42
2023 Outside Director Compensation	43
	46
PROPOSAL 2: Ratification of Auditor
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		49
Named Executive Officer Compensation
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 2023	57
Benefits and Other Compensation	64
Executive Compensation for 2024	66
Additional Information about Our Compensation Practices	67
Management Development and Compensation Committee Report	70

2	2024 Proxy Statement

Table of contents

Analysis of Compensation-Related Risks	71
Compensation Tables	72
Summary Compensation	72
PROPOSAL 4: Adoption of Amended and		89
Restated Certificate of Incorporation
Other Information	92
Security Ownership Information	92
Transactions with Related Persons	94
Pay Versus Performance	95
CEO Pay Ratio Disclosure	99
General Information about our Annual Meeting	100
How We Provide Proxy Materials	100
Who May Vote	100
How to Vote	100
How to Revoke or Change Your Vote	101
Votes Required	101
How Abstentions Will Be Counted	101
Effect of Not Instructing Your Broker	101
Direct Stock Purchase and Dividend Reinvestment Plan	102
Employee Benefit Plans	102
Attending the Virtual Annual Meeting	102
Costs of Solicitation	103
Stockholders Sharing the Same Household	103
Stockholder Proposals for Inclusion in Next Year's Proxy Statement	103
Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement	104
Stockholder Director Nominees Not Included in Next Year's Proxy Statement	104
Other Stockholder Proposals Not Included in Next Year's Proxy Statement	104
Other Matters to be Presented at the Annual Meeting	105
Appendix A	A-1
Appendix B	B-1

2024 Proxy Statement

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