KIMBERLY-CLARK CORPORATION | Require Independent Board Chair at KIMBERLY-CLARK CORPORATION

Status
Filed
AGM date
Proposal number
4
Resolution details
Company ticker
KMB
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Supporting materials
Resolved clause
Shareholders ask the Board to adopt a policy, and amend the bylaws accordingly, to require any Board Chair to be independent. The policy may provide that (i) if a Chair at any time ceases to be independent, he or she shall be replaced with an independent one; (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair; and (iii) the policy shall apply prospectively so as not to violate any legal obligation existing at its adoption.
Supporting statement
Since 2020, Kimberly-Clark’s Board Chair has simultaneously served as its CEO, a structure that we believe has weakened the corporation’s governance and not served shareholders well. Although the company often points to having a Lead Independent Director as a counterbalance to a combined CEO/Chair, given its recurring periods of underperformance, this structure clearly hasn’t proven sufficient to protect shareholder interests. Consider, for example, the following chart from its fiscal 2024 Annual Report, showing a five-year total shareholder return significantly lower than the S&P 500 and S&P 500 Consumer Staples Indices. Adopting an independent Chair would inherently mean separating the Chair and CEO roles, something that a strong majority (60%) of S&P 500 companies currently do. This would allow the Chair to focus on leading the Board in its oversight and governance responsibilities while the CEO focuses on setting and executing strategic plans and initiatives, and leading daily operations. Further, it would reinforce the Board’s firewall from management and create an environment conducive to objective evaluation and oversight, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of our company and its stockholders. Indeed, “the chair of the board should ideally be an independent director,” reports Institutional Shareholder Services (ISS), “to help provide appropriate counterbalance to executive management.” And reports Glass Lewis: “Glass Lewis’ view is that shareholders are better served when the board is led by an independent chair, a role which we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chair. This, in turn, leads to a more proactive and effective board of directors.” Based on the foregoing, we believe this proposal’s adoption is clearly warranted. Thank you.

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