KIMBERLY CLARK CORP (KMB)
Sector: Consumer Staples
2026 Annual Meeting Analysis
KIMBERLY CLARK CORP · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
11
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As the company's CEO and Chairman serving since 2017 and 2020 respectively, Mr. Hsu's tenure fully overlaps with the 3-year period during which KMB's stock returned -13.5% versus the XLP sector ETF's +19.3%, a gap of -32.8 percentage points that exceeds the 30pp trigger threshold for negative absolute TSR; the 5-year record (-12.1% for KMB) shows persistent underperformance, so the 5-year mitigant does not apply.
Ms. Burwell joined in 2022 (over 24 months ago), so she is not exempt from the TSR trigger; KMB's 3-year stock return of -13.5% trails the XLP sector ETF by 32.8 percentage points, exceeding the 30pp threshold for negative absolute TSR, and the 5-year record does not rescue the 3-year underperformance.
Mr. Culver has served since 2020, well within the 3-year underperformance window; KMB's stock declined 13.5% over three years while the XLP ETF gained 19.3%, a -32.8pp gap that exceeds the 30pp trigger, and the 5-year record does not provide a mitigating track record.
Dr. Jemison has been a director since 2002, making her fully accountable for the current 3-year underperformance period; KMB's -13.5% three-year return versus the XLP's +19.3% produces a -32.8pp gap exceeding the 30pp trigger, and the 5-year track record similarly reflects persistent underperformance.
Mr. Maclin has served since 2019, so his tenure fully overlaps the underperformance period; KMB's 3-year return of -13.5% versus the XLP ETF's +19.3% exceeds the 30pp trigger threshold, and the 5-year record does not show an adequate longer-term track record to apply the mitigant.
Ms. Mahlan joined in 2021 and has served for more than 24 months, making her subject to the TSR trigger; KMB's -32.8pp gap versus the XLP over three years exceeds the 30pp threshold for negative absolute TSR, and the 5-year comparison does not provide a mitigating positive track record.
Ms. McCoy has served since 2018 and her tenure fully encompasses the underperformance period; KMB's 3-year stock return of -13.5% versus the XLP ETF's +19.3% represents a -32.8pp gap that triggers a No vote, and the 5-year record does not mitigate this outcome.
Ms. Quarles has been a director since 2016, making her fully accountable for the current period of underperformance; KMB's -32.8pp three-year return gap versus the XLP ETF exceeds the 30pp trigger, and the persistent 5-year underperformance means the mitigant does not apply.
Mr. Ramirez joined in 2021 and has served more than 24 months, so the TSR trigger applies to his tenure; KMB's three-year stock return of -13.5% trails the XLP ETF by 32.8 percentage points, exceeding the 30pp threshold, and the 5-year record does not support the mitigant.
Ms. Shive has served since 2019, encompassing the full 3-year underperformance window; KMB's -32.8pp gap versus the XLP ETF over three years exceeds the 30pp threshold for negative absolute TSR, and the 5-year track record does not provide a basis to apply the mitigating downgrade.
Mr. Smucker has served since 2019, so his tenure fully overlaps the underperformance period; KMB's three-year return of -13.5% versus the XLP ETF's +19.3% yields a -32.8pp gap that exceeds the 30pp trigger, and the 5-year underperformance precludes application of the mitigant.
For Analysis
Ms. Khanna joined the board in 2023 and has served fewer than 24 months as of the meeting date, qualifying for the new-director exemption from the TSR underperformance trigger.
Mr. Romanelli joined the board in November 2024 and has served fewer than 24 months, qualifying for the new-director exemption from the TSR underperformance trigger.
Eleven of thirteen director nominees receive an AGAINST vote under the TSR underperformance trigger: KMB's 3-year stock return of -13.5% trails the XLP Consumer Staples ETF (the applicable sector ETF fallback, as no named peer group TSR data was available for comparison) by 32.8 percentage points, which exceeds the 30pp threshold applicable when absolute 3-year TSR is negative. The 5-year track record (-12.1%) also reflects persistent underperformance, so the policy mitigant that would downgrade an AGAINST to a FOR does not apply for any qualifying director. Two recently appointed directors — Deeptha Khanna (2023) and Joseph Romanelli (November 2024) — are exempt from the trigger as they have served fewer than 24 months.
Say on Pay
✓ FORCEO
Michael D. Hsu
Total Comp
$15,320,405
Prior Support
92%%
The CEO's total reported compensation of approximately $15.3 million is broadly in line with expectations for a large-cap Consumer Defensive company of KMB's size and the pay mix is heavily weighted toward variable, performance-based compensation — roughly 90% of the CEO's target pay is at-risk, well above the 50-60% threshold. Critically, the annual cash incentive paid out at only 61% of target for 2025 (reflecting missed organic sales and EPS targets), demonstrating that the incentive structure is working as intended and penalizing executives when performance falls short. Prior-year shareholder support was a strong 92%, providing no basis for a No vote on engagement grounds, and the company maintains robust clawback policies and strong governance practices around pay.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
98 yrs
Audit Fees
$15,700,000
Non-Audit Fees
$1,500,000
Deloitte has served as Kimberly-Clark's auditor since 1928 — approximately 98 years — which far exceeds the 25-year tenure threshold that triggers a No vote under our policy; while the audit committee notes lead partner rotation and concludes tenure does not impair independence, the proxy does not disclose a concrete multi-year auditor rotation plan that would constitute the specific and compelling rationale required to override the tenure trigger. Non-audit fees (tax fees of $0.8M, audit-related fees of $0.6M, and other fees of $0.1M totaling $1.5M) represent approximately 9.6% of audit fees ($15.7M), which is well below the 50% independence threshold and raises no separate concern.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal to Require Independent Board Chair
The Accountability Board, Inc. describes itself as a non-profit organization whose primary purpose is to engage with companies on ESG matters, which classifies it as an ideological/advocacy filer rather than a neutral fiduciary investor; under our policy, proposals from ideological filers are voted Against regardless of the surface-level merit of the ask. Even setting filer identity aside, the company has a robust Lead Independent Director structure with clearly defined responsibilities, 12 of 13 directors are independent, and all key committees are fully independent — meaningful structural protections that partially address the governance concern underlying the proposal.
Overall Assessment
This ballot presents a mixed picture for KMB shareholders: while the Say on Pay program passes on its merits (incentive pay appropriately cut below target for a year of missed goals), eleven of thirteen director nominees — including the CEO/Chairman — receive Against votes due to KMB's persistent stock underperformance of -13.5% over three years against the XLP Consumer Staples ETF, and the long-tenured auditor Deloitte (serving since 1928) also receives an Against vote for failing the 25-year tenure threshold without a credible rotation plan. The stockholder proposal on independent board chair is voted Against due to the advocacy-focused nature of the filer, The Accountability Board, Inc.