kvue-202312050001944048false00019440482023-12-052023-12-05
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): December 5, 2023
Kenvue Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-41697 | 88-1032011 |
(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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | KVUE | New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2023, Kenvue Inc. (the "Company") announced that Kathleen Widmer, Group President, North America and Latin America, will transition out of Kenvue effective December 31, 2023.
This is an involuntary termination without "cause" within the meaning of the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies (the "Severance Plan") and Ms. Widmer's long-term incentive and other awards. Accordingly, subject to her execution of a release of claims in favor of the Company and its affiliates and her continuing compliance with the applicable restrictive covenant obligations, Ms. Widmer will receive the severance payments and benefits payable to executive officers (other than the chief executive officer) under the Severance Plan and the vesting and other treatment due pursuant to the existing terms of her long-term incentive and other awards.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: December 5, 2023 | | | By: | /s/ Edward J. Reed |
| | | | | Name:
Title: | Edward J. Reed
Corporate Secretary |