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: November 21, 2019
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
(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:
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 class | Trading Symbol(s) | Name of each exchange on which registered |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(a) | On November 21, 2019, Mr. Thomas J. Falk, Executive Chairman of Kimberly-Clark Corporation (the “Corporation”), notified the Corporation of his intention to retire as Executive Chairman and as a member of the Board, effective December 31, 2019. In connection with Mr. Falk’s retirement, the size of the Board will be decreased from fifteen to fourteen members. The Board elected Michael D. Hsu, the Corporation’s current Chief Executive Officer, as Chairman of the Board effective January 1, 2020. Mr. Hsu will also continue as Chief Executive Officer. |
A copy of the related news release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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: | November 21, 2019 | By: | /s/ Grant B. McGee | |
Grant B. McGee Vice President and Secretary | ||||
Exhibit 99.1
MEDIA CONTACT:
Terry Balluck
Kimberly-Clark Corp.
media.relations@kcc.com
Michael D. Hsu Elected Chairman of Kimberly-Clark
Thomas J. Falk to Retire as Executive Chairman of Kimberly-Clark’s Board of Directors
DALLAS, November 21, 2019 - Kimberly-Clark Corporation (NYSE: KMB) today announced that Chief Executive Officer Michael D. Hsu has been elected to the additional role of Chairman of the company’s Board of Directors effective January 1, 2020. Hsu, 55, succeeds Thomas J. Falk, who plans to retire from the company and the Board at the end of the year after serving as Chairman for the past 16 years.
Speaking on behalf of the Board of Directors, Ian Read, Independent Lead Director, said, "As part of the Board's ongoing focus on succession planning, both Mike and Tom have worked closely with the Board to plan this transition. Since joining the board in 2017, Mike has demonstrated strong leadership of Kimberly-Clark’s business and championed a strategy to deliver balanced, sustainable growth. We are confident that Mike will do an excellent job leading our Board.”
About Kimberly-Clark
Kimberly-Clark and its trusted brands are an indispensable part of life for people in more than 175 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, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Intimus, Neve, Plenitud, Viva and WypAll, hold the No. 1 or No. 2 share position in 80 countries. We use sustainable practices that support a healthy planet, build stronger communities, and ensure our business thrives for decades to come. To keep up with the latest news and to learn more about the company's 147-year history of innovation, visit kimberly-clark.com or follow us on Facebook or Twitter.
[KMB-F]
# # #