Proxy Statement
For 2017 Annual
Meeting of Stockholders
Table
of Contents
|
|
February 27, 2017
Thomas J. Falk
Chairman of the Board and
Chief Executive
Officer
FELLOW STOCKHOLDERS:
It is my pleasure to invite you to the
Annual Meeting of Stockholders of Kimberly-Clark Corporation. The meeting will
be held on Thursday, April 20, 2017, at 9:30 a.m. at
the Four Seasons Resort and Club,
which is located at
4150 North MacArthur Boulevard, Irving, Texas.
At the Annual Meeting, stockholders will
be asked to elect thirteen directors for a one-year term, ratify the selection
of Kimberly-Clarks independent auditors, approve the compensation for our named
executive officers, and approve the frequency of future stockholder votes on our
named executive officers compensation. These matters are fully described in the
accompanying Notice of Annual Meeting and proxy statement.
Your vote is important.
Regardless of whether you plan to attend the meeting, I
urge you to vote your shares as soon as possible. You may vote using the proxy
form by completing, signing, and dating it, then returning it by mail. Also,
most of our stockholders can submit their vote by telephone or through the
Internet. If telephone or Internet voting is available to you, instructions will
be included on your proxy form. Additional information about voting your shares
is included in the proxy statement.
Sincerely,
2017 Proxy Statement
Table of
Contents
Notice of
Annual Meeting
of
Stockholders
TO BE HELD
April 20, 2017
AT
Four Seasons Resort
and Club
4150 North
MacArthur
Boulevard,
Irving,Texas
The Annual Meeting of Stockholders of
Kimberly-Clark Corporation will be held at
the Four Seasons Resort and Club,
which is located at
4150 North MacArthur Boulevard, Irving, Texas, on Thursday,
April 20, 2017, at 9:30 a.m. for the following purposes:
1.
|
|
To elect as directors the
thirteen nominees named in the accompanying proxy statement;
|
|
2.
|
|
To ratify the selection of
Deloitte & Touche LLP as our independent auditors for
2017;
|
|
3.
|
|
To approve the compensation for
our named executive officers in an advisory vote; and
|
|
4.
|
|
To approve the frequency of
future stockholder votes on our named executive officers compensation in
an advisory vote.
|
Stockholders also will take action upon
any other business that may properly come before the meeting.
Stockholders of record at the close of
business on February 21, 2017 are entitled to notice of and to vote at the
meeting or any adjournments.
It is important that your shares be represented at
the meeting. I urge you to vote promptly by using the Internet or telephone or
by signing, dating and returning your proxy form.
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 stock purchase
plans for the benefit of the participants in the plans. It is important that
participants in the plans indicate their 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 business reply envelope
provided.
To attend in person, please register by
following the instructions on page 10.
February
27, 2017
|
By Order of the Board of Directors.
Jeffrey P.
Melucci
Vice President
Senior Deputy
General Counsel
and Corporate
Secretary
|
Important Notice Regarding the
Availability of Proxy Materials for the
Stockholder Meeting to be Held on
April 20, 2017
The Proxy Statement and proxy card,
as well as our Annual Report on
Form 10-K for the year ended December 31,
2016, are available
at
http://www.kimberly-clark.com/investors.
Table of
Contents
Table of Contents
Table of
Contents
Table of
Contents
Proxy Summary
This section contains only selected
information. Stockholders should
review the entire Proxy Statement before
casting their votes.
Matters for Stockholder Voting
Proposal
|
|
Description
|
Board
voting
recommendation
|
1
|
Election of directors
|
|
Election of 13 directors to serve for a
one-year term
|
FOR all nominees
|
2
|
Ratification of auditors
|
|
Approval of the Audit Committees selection
of Deloitte & Touche LLP as Kimberly-Clarks independent auditor for
2017
|
FOR
|
3
|
Say-on-pay
|
|
Advisory approval of our named executive
officers compensation
|
FOR
|
4
|
Frequency of say-on-pay votes
|
|
Advisory approval of the frequency of future
stockholder votes on our named executive officers compensation
|
ONE YEAR
|
2016 Performance and Compensation Highlights
The Management Development and
Compensation Committee of our Board concluded that Kimberly-Clarks management
delivered financial performance in 2016 that was slightly above
target
from an overall
perspective, as reflected in the financial metrics of our annual incentive
program.
Performance Measures
|
|
2016
Results
|
|
2016
Target
|
|
Net sales
|
|
$18.20 billion
|
|
$18.20 billion
|
|
Adjusted EPS
|
|
$6.03
|
|
$6.05
|
|
Adjusted OPROS improvement
|
|
+110 bps
|
|
+70 bps
|
|
Adjusted EPS is adjusted earnings per
share and Adjusted OPROS is adjusted operating profit return on sales. For
details on how these measures are adjusted, see Compensation Discussion and
Analysis - Executive Compensation for 2016, 2016 Performance Goals, Performance
Assessments and Payouts.
Based on this performance, the Committee
approved annual cash incentives for 2016 slightly above the target amount,
including an annual incentive payout for our Chief Executive Officer of 109
percent.
The chart at left shows the Total
Shareholder Return for Kimberly-Clark, our Executive Compensation Peer Group
(taken as a whole) and the S&P 500 for the previous five years, which
reflects the value returned to our stockholders.
Table of
Contents
|
Proxy
Summary
|
Corporate Governance
In 2016, we took the following new
governance actions:
►
|
added Christa S. Quarles, Chief Executive
Officer of OpenTable, to our Board of Directors,
|
|
|
►
|
elected Michael D. Hsu to the role of President
and Chief Operating Officer as part of a long-term succession planning
process, and appointed Mr. Hsu to our Board of
Directors,
|
|
|
►
|
adopted outside board service limits providing
that our non-employee directors may not serve on more than five
public company boards (including Kimberly-Clarks board)
and members of our Audit Committee may not serve on the
audit committees of more than three public companies
(including Kimberly-Clarks), and
|
|
|
►
|
adopted a board succession planning policy
which formalizes the Boards commitment to reviewing the composition
of the Board and refreshing the Board as
appropriate.
|
The Corporate Governance section beginning on page 11
describes our governance framework, which includes the following:
Our Corporate Governance
Profile
|
Independent Lead Director
|
|
Stockholders Have Right to Call Special Meetings
|
Independent Board Committees
|
|
Proxy Access Rights
|
Annual Board and Committee Evaluations
|
|
Stockholder Engagement Policy and Robust Outreach
Program
|
Annually Elected Directors
|
|
Anti-Hedging and Pledging Policy
|
Independent Directors Meet Without Management
Present
|
|
Stock Ownership Guidelines for Directors and Executive
Officers
|
Robust Succession Planning and Risk Oversight
|
|
Outside Director Restricted Stock Unit Awards Not Paid Out
Until Retirement
|
Majority Voting in Director Elections
|
|
Code of Conduct for Directors, Officers and
Employees
|
Table of
Contents
|
Proxy
Summary
|
Our Board
Nominees
Listed below are Kimberly-Clarks Board
nominees. We believe they collectively possess the necessary experience and
attributes to effectively guide our company and reflect the diversity of our
global consumers.
Name
Main Occupation
|
|
Committee
Roles*
|
|
Independent
|
|
Experience
Highlights
|
Thomas
J. Falk
Chairman of the Board
and
CEO
Kimberly-Clark Corporation
|
|
EC
|
|
|
|
►
|
Meets NYSE financial
literacy requirements; background in accounting
|
|
|
|
|
|
►
|
Leadership experience as a
CEO
|
|
|
|
|
|
►
|
Industry
knowledge
|
|
|
|
|
|
►
|
International
experience
|
|
|
|
|
|
►
|
Marketing, compensation, governance, and public company
board experience
|
John
F. Bergstrom
Chairman and CEO
Bergstrom
Corporation
|
|
AC
|
|
✓
|
|
►
|
Audit Committee Financial
Expert
|
|
|
|
|
|
►
|
Leadership experience as a
CEO
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Marketing, compensation, governance and public company
board experience
|
Abelardo
E. Bru
Retired Vice Chairman
PepsiCo,
Inc.
|
|
MDCC
|
|
✓
|
|
►
|
Meets NYSE financial
literacy requirements
|
|
(Chair)
|
|
|
|
►
|
Leadership experience as a
CEO
|
|
EC
|
|
|
|
►
|
Industry
knowledge
|
|
|
|
|
|
►
|
International
experience
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Marketing, compensation, governance and public company
board experience
|
Robert
W. Decherd
Retired Vice Chairman
A.H.
Belo Corporation
|
|
AC
|
|
✓
|
|
►
|
Audit Committee Financial
Expert
|
|
|
|
|
|
►
|
Leadership experience as a
CEO
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Marketing, compensation, governance and public company
board experience
|
Fabian
T. Garcia
President and CEO
Revlon,
Inc.
|
|
MDCC
|
|
✓
|
|
►
|
Meets NYSE financial
literacy requirements
|
|
NCGC
|
|
|
|
►
|
Leadership experience as a
CEO
|
|
|
|
|
|
►
|
Industry
knowledge
|
|
|
|
|
|
►
|
International
experience
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Marketing, compensation, governance and public company
board experience
|
Michael
D. Hsu
President and COO
Kimberly-Clark
Corporation
|
|
|
|
|
|
►
|
Meets NYSE financial
literacy requirements
|
|
|
|
|
|
►
|
Operational leadership
experience as a group president of a major business unit
|
|
|
|
|
|
►
|
Industry
knowledge
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Marketing experience
|
Mae
C. Jemison, M.D.
President
The
Jemison Group
|
|
MDCC
|
|
✓
|
|
►
|
Meets NYSE financial
literacy requirements
|
|
NCGC
|
|
|
|
►
|
Leadership experience with
start-ups and non-profits
|
|
|
|
|
|
►
|
International
experience
|
|
|
|
|
|
►
|
Provides diversity of
background/viewpoint
|
|
|
|
|
|
►
|
Compensation, governance and public company board
experience
|
James
M. Jenness
Retired Chairman of the Board and CEO
Kellogg
Company
|
|
EC (Chair)
|
|
✓
|
|
►
|
Meets NYSE financial
literacy requirements
|
|
|
|
Independent
|
|
►
|
Leadership experience as a
CEO
|
|
|
|
Lead Director
|
|
►
|
Industry knowledge
|
|
|
|
|
|
►
|
International experience
|
|
|
|
|
|
►
|
Marketing, compensation, governance and public company
board experience
|
Table of Contents
|
Proxy
Summary
|
Name
Main Occupation
|
Committee
Roles*
|
Independent
|
Experience
Highlights
|
Nancy J. Karch
Retired
Director
McKinsey & Co.
|
NCGC
(Chair)
EC
|
✓
|
►
Meets NYSE financial literacy requirements; background
in finance
►
Leadership experience as a Senior Executive
►
Industry knowledge
►
Provides diversity of background/viewpoint
►
Compensation, governance and public company board
experience
|
Christa S. Quarles
CEO
OpenTable,
Inc.
|
AC
|
✓
|
►
Audit Committee Financial Expert
►
Leadership experience as a CEO
►
Provides diversity of background/viewpoint
►
Digital marketing and e-commerce
experience
|
Ian C. Read
Chairman
of the Board and
CEO
Pfizer,
Inc.
|
AC (Chair)
EC
|
✓
|
►
Audit Committee Financial Expert
►
Leadership experience as a CEO
►
International experience
►
Provides diversity of background/viewpoint
►
Marketing, compensation, governance and public company
board experience
|
Marc J. Shapiro
Retired
Vice Chairman,
JPMorgan Chase & Co.
|
MDCC
NCGC
|
✓
|
►
Meets NYSE financial literacy requirements; background
in banking/finance
►
Leadership experience as a CEO
►
Provides diversity of background/viewpoint
►
Compensation, governance and public company board
experience
|
Michael D. White
Former
Chairman,
President and CEO
DIRECTV
|
AC
|
✓
|
►
Audit Committee Financial Expert
►
Leadership experience as a CEO
►
Provides diversity of background/viewpoint
►
Marketing, compensation, governance and public company
board experience
►
Digital marketing and e-commerce
experience
|
* AC
|
Audit
Committee
|
* EC
|
Executive
Committee
|
*
MDCC
|
Management Development
and Compensation Committee
|
* NCGC
|
Nominating and
Corporate Governance Committee
|
Table of Contents
Information About Our
Annual
Meeting
On behalf of the Board of Directors of
Kimberly-Clark Corporation, we are soliciting your proxy for use at the 2017
Annual Meeting of Stockholders, to be held on April 20, 2017, at 9:30 a.m. at
the Four Seasons Resort and Club, which is located at 4150 North MacArthur
Boulevard, Irving, Texas.
How We
Provide Proxy
Materials
|
We began providing our proxy statement and
form of proxy to stockholders on February 27, 2017.
As Securities and Exchange Commission
(SEC) rules permit, we are making our proxy statement and our annual report
available to many of our stockholders via the Internet rather than by mail. This
reduces printing and delivery costs and supports our sustainability efforts. You
may have received in the mail a Notice of Electronic Availability explaining
how to access this proxy statement and our annual report on the Internet and how
to vote online. If you received this Notice but would like to receive a paper
copy of the proxy materials, you should follow the instructions contained in the
notice for requesting these materials.
If you were a stockholder of record at the
close of business on the record date of February 21, 2017, you are eligible to
vote at the meeting. Each share that you own entitles you to one
vote.
As of the record date, 355,750,882 shares
of our common stock were outstanding.
You may vote in person by attending the
meeting, by using the Internet or telephone, or (if you received printed proxy
materials) by completing and returning a proxy form by mail. If telephone or
Internet voting is available to you, see the instructions on the notice of
electronic availability or the proxy form and have the notice or proxy form
available when you access the Internet website or place your telephone call. To
vote your proxy by mail, mark your vote on the proxy form, then follow the
instructions on the card.
Please note that if you received a notice
of electronic availability as described above, you cannot vote your shares by
filling out and returning the notice. Instead, you should follow the
instructions contained in the notice on how to vote by using the Internet or
telephone.
Table of Contents
|
Information About Our Annual
Meeting
How Abstentions will be Counted
|
The named proxies will vote your shares
according to your directions. The voting results will be certified by
independent Inspectors of Election.
If you sign and return your proxy form, or
if you vote using the Internet or by telephone, but you do not specify how you
want to vote your shares, the named proxies will vote your shares as
follows:
►
|
FOR the election of directors named
in this proxy statement
|
|
|
►
|
FOR ratification of the selection of
our independent auditors
|
|
|
►
|
FOR approval of the compensation of
our named executive officers
|
|
|
►
|
FOR the option of every one year
as the frequency with which stockholders are provided future advisory
votes on the compensation of our named executive
officers
|
How To
Revoke or
Change
Your
Vote
|
There are several ways to revoke or change
your vote:
►
|
Mail a revised proxy form to the
Corporate Secretary of Kimberly-Clark (the form must be received before
the meeting starts). Use the following address: 351 Phelps Drive, Irving,
TX 75038
|
|
|
►
|
Use the Internet voting website
|
|
|
►
|
Use the telephone voting procedures
|
|
|
►
|
Attend the meeting and vote in
person
|
There must be a quorum to conduct business
at the Annual Meeting, which is established by having a majority of the shares
of our common stock present in person or represented by proxy.
Election of Directors.
A director nominee will be elected if he or she receives a
majority of the votes cast at the meeting in person or by proxy. If any nominee
does not receive a majority of the votes cast, then that nominee will be subject
to the Boards policy regarding resignations by directors who do not receive a
majority of for votes.
Say on Frequency.
The option receiving the greatest number of votes will be
considered the frequency recommended by the stockholders for future say-on-pay
votes.
Other Proposals or
Matters.
Approval requires the affirmative
vote of a majority of shares that are present at the Annual Meeting in person or
by proxy and are entitled to vote on the proposal or matter.
How
Abstentions
will be
Counted
|
Election of Directors.
Abstentions will have no impact on the outcome of the vote.
They will not be counted for the purpose of determining the number of votes cast
or as votes for or against a nominee.
Other Proposals.
Abstentions will be counted:
►
|
as present in determining whether we
have a quorum
|
|
|
►
|
in determining the total number of
shares entitled to vote on a proposal
|
|
|
►
|
as votes against a proposal, except
for abstentions on Proposal 4, which will have no impact on the outcome of
the vote
|
Table of Contents
|
Information About Our Annual
Meeting
Costs of Solicitation
|
Effect
of Not
Instructing
Your
Broker
|
Routine Matters.
If your shares are held through a broker and you do not
instruct the broker on how to vote your shares, your broker may choose to leave
your shares unvoted or to vote your shares on routine matters. Proposal 2.
Ratification of Auditors is the only routine matter on the agenda at this
years Annual Meeting.
Non-Routine Matters.
Without instructions, your broker cannot vote your shares on
non-routine matters, resulting in what are known as broker non-votes. Broker
non-votes will not be considered present or entitled to vote on non-routine
matters and will also not be counted for the purpose of determining the number
of votes cast on these proposals.
Direct
Stock
Purchase and
Dividend
Reinvestment
Plan
|
If you participate in our Direct Stock
Purchase and Dividend Reinvestment Plan, you will receive a proxy form that
represents the number of full shares in your plan account plus any other shares
registered in your name. There are no special instructions for voting shares
held in the plan; simply use the normal voting methods described in this proxy
statement.
We are also sending or otherwise making
this proxy statement and voting materials available to participants who hold
Kimberly-Clark stock through any of our employee benefit and stock purchase
plans. The trustee of each plan will vote whole shares of stock attributable to
each participants interest in the plans in accordance with the participants
directions. If a participant gives no directions, the plan committee will direct
the voting of his or her shares.
Attending
the Annual
Meeting
|
If you are eligible to vote, you or a duly
appointed representative may attend the Annual Meeting in person. If you do plan
to attend, we ask that you inform us electronically, by telephone, or by
checking the appropriate box on your proxy form. This will assist us with
meeting preparations and help to expedite your admittance.
If your shares are not registered in your
own name and you would like to attend the meeting, please ask the broker, trust,
bank or other nominee that holds your shares to provide you with written proof
of your share ownership as of the record date. This will enable you to gain
admission to the meeting.
If you need directions to the meeting,
please contact Stockholder Services by telephone at (972) 281-5317 or by e-mail
at stockholders@kcc.com.
Kimberly-Clark will bear all costs of this
proxy solicitation, including the cost of preparing, printing and delivering
materials, the cost of the proxy solicitation and the expenses of brokers,
fiduciaries and other nominees who forward proxy materials to stockholders. In
addition to mail and electronic means, our employees may solicit proxies by
telephone or otherwise. We have retained D. F. King & Co., Inc. to aid in
the solicitation at a cost of approximately $20,000 plus reimbursement of
out-of-pocket expenses.
Table of Contents
Corporate Governance
Our governance structure and processes are
based on a number of important governance documents including our Code of
Conduct, Certificate of Incorporation, Corporate By-Laws, Corporate Governance
Policies and our Board Committee Charters. These documents, which are available
in the Investors section of our website at www.kimberly-clark.com, guide the
Board and our management in the execution of their responsibilities.
Kimberly-Clark believes that there is a
direct connection between good corporate governance and long-term, sustained
business success, and we believe it is important to uphold sound governance
practices. As such, the Board reviews its governance practices and documents on
an ongoing basis, considering changing regulatory requirements, governance
trends, and issues raised by our stockholders. After careful evaluation, we may
periodically make changes to maintain or enhance current governance practices
and promote stockholder value.
Board
Leadership
Structure
|
The Board has established a leadership
structure that allocates responsibilities between our Chairman of the Board and
Chief Executive Officer (CEO) and our Lead Director. The Board believes that
this allocation provides for dynamic Board leadership while maintaining strong
independence and oversight.
Consistent with this leadership structure,
at least once a quarter our Lead Director, who is an independent director,
chairs executive sessions of our non-management directors. Members of the
companys senior management team do not attend these sessions.
Chairman and Chief Executive Officer
Positions
The Boards current view is that a
combined Chairman and CEO position, coupled with a predominantly independent
board and a proactive, independent Lead Director, promotes candid discourse and
responsible corporate governance. Mr. Falk serves as Chairman of the Board and
CEO. The Board believes Mr. Falks thirty years of operational and management
experience at Kimberly-Clark has demonstrated the leadership and vision
necessary to lead the Board and Kimberly-Clark. Accordingly, Mr. Falk continues
to serve in this combined role at the pleasure of the Board without an
employment contract.
Lead Director
Mr. Jenness served as independent Lead
Director in 2016. Our Corporate Governance Policies outline the significant role
and responsibilities of the Lead Director, which include:
►
|
Chairing the Executive
Committee
|
|
|
►
|
Chairing executive sessions at which
non-management directors meet outside managements presence, and providing
feedback from such sessions to the Chief Executive Officer
|
|
|
►
|
Coordinating the activities of the
Independent Directors
|
Table of Contents
|
Corporate Governance
Board Meetings
|
►
|
Providing input on and approving the
agendas and schedules for Board meetings
|
|
|
►
|
Leading (with the Chairman of the
Nominating and Corporate Governance Committee) the annual Board evaluation
|
|
|
►
|
Leading (with the Chairman of the
Management Development and Compensation Committee) the Boards review and
discussion of the Chief Executive Officers performance
|
|
|
►
|
Providing feedback to individual
directors following their periodic evaluations
|
|
|
►
|
Speaking on behalf of the Board and
chairing Board meetings when the Chairman of the Board is unable to do so
|
|
|
►
|
Acting as a direct conduit to the
Board for stockholders, employees and others according to the Boards
policies
|
Our By-Laws provide that a majority of our
directors must be independent (Independent Directors). We believe our independent
board helps ensure good corporate governance and strong internal
controls.
Our Corporate Governance Policies, as
adopted by the Board, provide independence standards consistent with the rules
and regulations of the SEC and the listing standards of the New York Stock
Exchange (NYSE). Our independence standards can be found in Section 7 of our
Corporate Governance Policies.
The Board has determined that all
directors and nominees, except for Thomas J. Falk and Michael D. Hsu, are Independent Directors
and meet the independence standards in our Corporate Governance Policies. In
making these determinations, the Board considered the following:
►
|
Companies majority-owned by Mr.
Bergstrom paid us approximately $57,000 in 2014, 2015 and 2016 to lease
excess hangar space at an airport near Appleton, Wisconsin and
approximately $200,000 in 2014, $205,000 in 2015 and $326,000 in 2016 for
pilot services pursuant to a pilot sharing contract. In addition, these
companies paid us approximately $197,000 in 2014, $201,000 in 2015 and
$204,000 in 2016 for scheduling and aircraft services for their
airplane.
|
|
|
►
|
We paid approximately $78,600 in
2014, $8,000 in 2015 and $4,500 in 2016 for automobiles and related
services to car dealerships in the Neenah, Wisconsin area that are
majority-owned by Mr. Bergstrom.
|
The NYSE listing standards and our own
Corporate Governance Policies establish certain levels at which transactions are
considered to have the potential to affect a directors independence. The
transactions listed above all fall below these levels. Under our Corporate
Governance Policies, certain relationships were considered immaterial and
therefore were not considered by the Board in determining
independence.
The Board of Directors met six times in
2016. All of the directors attended in excess of 75 percent of the total number
of meetings of the Board and the committees on which they served.
All of our directors are encouraged to
attend our annual meeting of stockholders. All of our directors attended the
2016 Annual Meeting.
Table of Contents
|
Corporate Governance
Board
Committees
|
The standing committees of the Board
include the Audit Committee, Management Development and Compensation Committee,
Nominating and Corporate Governance Committee, and Executive Committee. In
compliance with applicable NYSE corporate governance listing standards, the
Board has adopted charters for all Committees except the Executive
Committee.
Our Committee charters are available in
the Investors section of our website at www.kimberly-clark.com.
As set forth in our Corporate Governance
Policies, the Audit, Management Development and Compensation, and Nominating and
Corporate Governance Committees all have the authority to retain independent
advisors and consultants, with all costs paid by Kimberly-Clark.
Audit Committee
Chairman: Ian C. Read
Other members: John F. Bergstrom,
Robert W. Decherd, Christa S. Quarles and Michael D.
White
|
The Board has determined that each Audit
Committee member is an audit committee financial expert under SEC rules and
regulations. In addition, all Audit Committee members satisfy the NYSEs
financial literacy requirements and qualify as Independent Directors under the
rules of the SEC and the NYSE, as well as under our Corporate Governance
Policies. See Corporate Governance - Director Independence for additional
information on Independent Directors.
No member of the Audit Committee serves on
the audit committees of more than three public companies and under our Audit
Committee Charter no Committee member is permitted to do so.
During 2016 the
Committee met eight times.
The Committees principal functions, as
specified in its charter, include:
|
|
➢
|
the quality and integrity of our
financial statements
|
|
|
➢
|
our compliance programs
|
|
|
➢
|
our hedging strategies and policies
|
|
|
➢
|
the independence, qualification and
performance of our independent auditors
|
|
|
➢
|
the performance of our internal
auditors
|
|
|
►
|
Selecting and engaging our independent auditors, subject to
stockholder ratification
|
|
|
►
|
Pre-approving all audit and non-audit services that our independent
auditors provide
|
|
|
►
|
Reviewing the scope of audits and audit findings, including any
comments or recommendations of our independent auditors
|
|
|
►
|
Establishing policies for our internal audit programs
|
|
|
►
|
Overseeing the companys risk management program (including risks
related to data privacy and cybersecurity) and receiving periodic reports
from management on risk assessments, the risk management process, and
issues related to the risks of managing our
business
|
Committee Report
For additional information about the Audit Committees
oversight activities in 2016, see Proposal 2. Ratification of Auditors - Audit
Committee Report.
Table of Contents
|
Corporate Governance
Board
Committees
|
Management Development and Compensation
Committee
Chairman: Abelardo E. Bru
Other members: Fabian T. Garcia, Mae
C. Jemison, M.D. and Marc J. Shapiro
|
Each member of this Committee is an
Independent Director under the rules of the SEC and the NYSE, as well as under
our Corporate Governance Policies. The Committee met four times in 2016.
The
Committees principal functions, as specified in its charter,
include:
►
|
Establishing and administering the
policies governing annual compensation and long-term compensation,
including stock option awards, restricted stock awards and restricted
share unit awards, such that the policies are designed to align
compensation with our overall business strategy and performance
|
|
|
►
|
Setting, after an evaluation of his
overall performance, the compensation level of the Chief Executive Officer
|
|
|
►
|
Approving, in consultation with the
Chief Executive Officer, compensation levels and performance targets for
the senior executive team
|
|
|
►
|
Overseeing:
|
|
|
➢
|
leadership development for senior
management and future senior management candidates
|
|
|
➢
|
a periodic review of our long-term
and emergency succession planning for the Chief Executive Officer and
other key officer positions, in conjunction with our Board
|
|
|
➢
|
key organizational effectiveness and
engagement policies
|
|
|
►
|
Reviewing diversity and inclusion
programs and related metrics
|
|
|
►
|
Annually reviewing our compensation
policies and practices for the purpose of mitigating risks arising from
these policies and practices that could reasonably have a material adverse
effect
|
Roles of the Committee and the CEO and COO
in Compensation Decisions
Each year, the
Committee reviews and sets the compensation of the officers that are elected by
the Board (our elected officers), including our Chief Executive Officer and
our other executive officers. The Committees charter does not permit the
Committee to delegate to anyone the authority to establish any compensation
policies or programs for elected officers, including our executive officers.
With respect to officers that have been appointed to their position (our
non-elected officers), our Chief Executive Officer has the authority to
establish compensation programs and to approve equity grants. However, only the
Committee may make grants to elected officers, including our executive
officers.
Our Chief Executive Officer makes a
recommendation to the Committee each year on the appropriate target annual
compensation for each of the other executive officers. Beginning in 2017, our
Chief Operating Officer makes the recommendation for the executive officers who
are his direct reports. The Committee makes the final determination of the
target annual compensation for each executive officer, including our Chief
Executive Officer and Chief Operating Officer. While our Chief Executive Officer
and Chief Human Resources Officer, and beginning in 2017, our Chief Operating
Officer, typically attend Committee meetings, none of the other executive
officers is present during the portion of the Committees meetings when
compensation for executive officers is set. In addition, neither our Chief
Executive Officer nor our Chief Operating Officer is present during the portion
of the Committees meetings when his compensation is set.
Table of Contents
|
Corporate Governance
Board Committees
|
For additional information on the
Committees processes and procedures for determining executive compensation, and
for a detailed discussion of our compensation policies, see Compensation
Discussion and Analysis.
Use of Compensation
Consultants
The Committees charter authorizes
it to retain advisors, including compensation consultants, to assist it in its
work. The Committee believes that compensation consultants can provide important
market information and perspectives that can help it determine compensation
programs that best meet the objectives of our compensation policies. In
selecting a consultant, the Committee evaluates the independence of the firm as
a whole and of the individual advisors who will be working with the
Committee.
Independent Committee
Consultant.
In 2016, the Committee
retained Semler Brossy Consulting Group as its independent executive
compensation consultant. According to the Committees written policy, the
independent Committee consultant provides services solely to the Committee and
not to Kimberly-Clark. Semler Brossy has no other business relationship with
Kimberly-Clark and receives no payments from us other than fees for services to
the Committee. Semler Brossy reports directly to the Committee, and the
Committee may replace it or hire additional consultants at any time. A
representative of Semler Brossy attends Committee meetings and communicates with
the Chairman of the Committee between meetings from time to time.
The scope of Semler Brossys engagement
in 2016 included:
►
|
Conducting a review of the
competitive market data (including base salary, annual incentive targets
and long-term incentive targets) for our executive officers, including our
Chief Executive Officer
|
|
|
►
|
Reviewing and commenting, as
requested by the Committee, on recommendations by management and Mercer
Human Resource Consulting (Mercer) concerning executive compensation
programs, including program changes and redesign, special awards,
change-of-control provisions, our executive compensation peer group, any
executive contract provisions, promotions, retirement and related
items
|
|
|
►
|
Reviewing and commenting on the
Committees report for the proxy statement
|
|
|
►
|
Attending Committee
meetings
|
|
|
►
|
Periodically consulting with the
Chairman of the Committee
|
During 2016, at the request of the Committee, a
representative of Semler Brossy attended all Committee
meetings.
Kimberly-Clark
Consultant.
To assist management and the
Committee in assessing our compensation programs and determining appropriate,
competitive compensation for our executive officers, Kimberly-Clark annually
engages an outside compensation consultant. In 2016, it retained Mercer for this
purpose. Mercer has provided consulting services to Kimberly-Clark on a wide
variety of human resources and compensation matters, both at the officer and
non-officer levels. During 2016, Mercer provided advice and counsel on various
matters relating to executive and director remuneration, including the following
services:
►
|
Assessing our executive
compensation peer group and recommending changes as
necessary
|
|
|
►
|
Assessing compensation levels
within our peer group for executive officer positions and other selected
positions
|
|
|
►
|
Reviewing historic and projected
performance for peer group companies under the metrics we use in our
annual and long-term incentive plans
|
|
|
►
|
Assisting in incentive plan
design and modifications, as
requested
|
Table of Contents
|
Corporate Governance
Board Committees
|
►
|
Providing market research on
various issues as requested by management
|
|
|
►
|
Preparing for and participating
in Committee meetings, as requested
|
|
|
►
|
Reviewing the Compensation
Discussion and Analysis section of the proxy statement and other
disclosures, as requested
|
|
|
►
|
Consulting with management on
compensation matters
|
Committee Assessment
of Consultant Conflicts of Interest.
The
Committee has reviewed whether the work provided by Semler Brossy and Mercer
represents any conflict of interest. Factors considered by the Committee
include: (1) other services provided to Kimberly-Clark by the consultant; (2)
what percentage of the consultants total revenue is made up of fees from
Kimberly-Clark; (3) policies or procedures of the consultant that are designed
to prevent a conflict of interest; (4) any business or personal relationships
between individual consultants involved in the engagement and Committee members;
(5) any shares of Kimberly-Clark stock owned by individual consultants involved
in the engagement; and (6) any business or personal relationships between our
executive officers and the consulting firm or the individual consultants
involved in the engagement. Based on its review, the Committee does not believe
that any of the compensation consultants that performed services in 2016 has a
conflict of interest with respect to the work performed for Kimberly-Clark or
the Committee.
Committee
Report
The Committee has reviewed the
Compensation Discussion and Analysis section of this proxy statement and has
recommended that it be included in this proxy statement. The Committees report
is located at Compensation Discussion and Analysis Management Development and
Compensation Committee Report.
Nominating and Corporate Governance
Committee
Chairman: Nancy J.
Karch
Other Members: Fabian T. Garcia, Mae
C. Jemison, M.D. and Marc J. Shapiro
Each member of this Committee is an
Independent Director under the rules of the SEC and the NYSE, as well as under
our Corporate Governance Policies. The Committee met five times in
2016.
The Committees principal functions, as
specified in its charter, include the following:
►
|
Maintaining and reviewing a Board
succession plan
|
|
|
►
|
Overseeing the process for Board
nominations
|
|
|
►
|
Advising the Board
on:
|
➢
|
Board organization, membership,
function, performance and compensation
|
|
|
➢
|
committee structure and
membership
|
|
|
➢
|
policies and positions regarding
significant stockholder relations
issues
|
►
|
Overseeing corporate governance
matters, including developing and recommending to the Board changes to our
Corporate Governance Policies
|
|
|
►
|
Reviewing director independence
standards and making recommendations to the Board with respect to the
determination of director independence
|
|
|
►
|
Monitoring and recommending
improvements to the Boards practices and procedures
|
|
|
►
|
Reviewing stockholder proposals
and considering how to respond to them
|
|
|
►
|
Overseeing matters relating to
Kimberly-Clarks corporate social responsibility and sustainability
activities and providing input to management on these programs and their
effectiveness
|
Table of Contents
|
Corporate Governance
Stockholder Rights
|
The Committee, in accordance with its
charter and our Certificate of Incorporation, has established criteria and
processes for director nominations, including those proposed by stockholders.
Those criteria and processes are described in Proposal 1. Election of Directors
- Process and Criteria for Nominating Directors, Other Information -
Stockholder Director Nominees for Inclusion in Next Years Proxy Statement and
Other Information - Stockholder Director Nominees Not Included in Next Years
Proxy Statement.
Executive Committee
Chairman: James M. Jenness (Lead
Independent Director)
Other Members: Abelardo E. Bru,
Thomas J. Falk, Nancy J. Karch and Ian C. Read
The Committee did not meet in
2016.
The Committees principal function is
to exercise, when necessary between board meetings, the Boards powers to direct
our business and affairs.
Compensation
Committee
Interlocks
and
Insider
Participation
|
None of the members of the Management
Development and Compensation Committee is a current or former officer or
employee of Kimberly-Clark. No interlocking relationship exists between the
members of our Board of Directors or the Management Development and Compensation
Committee and the board of directors or compensation committee of any other
company.
Proxy Access
By-Law.
Eligible stockholders may nominate
candidates for election to the Board under our proxy access By-Law. Proxy
access candidates will be included in our proxy materials. The proxy access
By-Law permits a stockholder, or a group of up to 20 stockholders, owning three
percent or more of our outstanding common stock continuously for at least three
years to nominate and include in our proxy materials directors constituting up
to two individuals or 20 percent of the Board (whichever is greater).
Stockholders who wish to nominate
directors under our proxy access By-Law should follow the instructions under
Other Information - Stockholder Director Nominees for Inclusion in Next Years
Proxy Statement.
Special Stockholder
Meetings.
Our Certificate of Incorporation
allows the holders of 25 percent or more of our issued and outstanding shares of
capital stock to request that a special meeting of stockholders be called,
subject to procedures and other requirements set forth in our
By-Laws.
Board Policy on
Stockholder Rights Plans.
We do not have a
poison pill or stockholder rights plan. If we were to adopt a stockholder
rights plan, the Board would seek prior stockholder approval of the plan unless,
due to timing constraints or other reasons, a majority of Independent Directors
of the Board determines that it would be in the best interests of stockholders
to adopt a plan before obtaining stockholder approval. If a stockholder rights
plan is adopted without prior stockholder approval, the plan must either be
ratified by stockholders or must expire, without being renewed or replaced,
within one year. The Nominating and Corporate Governance Committee reviews this
policy statement periodically and reports to the Board on any recommendations it
may have concerning the policy.
Simple Majority Voting
Provisions.
Our Certificate of Incorporation
does not include supermajority voting provisions.
Table of Contents
|
Corporate Governance
Sustainability
|
Communicating
with
Directors;
Stockholder
Engagement
Policy
|
The Board has established a process by
which stockholders and other interested parties may communicate with the Board,
including the Lead Director. That process can be found in the Investors section
of our website at www.kimberly-clark.com.
Under our stockholder engagement
policy, set forth in our Corporate Governance Policies, stockholders who wish to
meet directly with members of our Board may send a meeting request to our Lead
Director who will consider the request in consultation with the Corporate
Secretary. Requests should include information about the requesting party
(including the number of shares held), the reason for requesting the meeting and
the topics to be discussed.
We conduct extensive meetings with
investors throughout the year on corporate governance matters. This ensures that
management and the Board understand and consider the issues that matter most to
our stockholders and enables the Corporation to address them
effectively.
At Kimberly-Clark, everything we do -
from helping people care for their families, to helping our communities and
caring for our planet - is connected to our vision to lead the world in
essentials for a better life. Our Board has established and approved the
framework for our sustainability-related policies and procedures, including
environmental stewardship, fiber sourcing, product safety, charitable
contributions, human rights, labor, diversity and inclusion in employment. As
part of their oversight roles, the Board and the Nominating and Corporate
Governance Committee receive regular reports from management on these topics,
our goals and our progress toward achieving them.
In 2015, we successfully concluded our
five-year sustainability goals and introduced five priorities for the next seven
years, reflecting the key social and environmental aspects of our business.
These focus areas include social impact, forests and fiber, waste and recycling,
energy and climate and responsible supply chain.
These priorities reflect our assessment
of sustainability-related risks and opportunities and also inform our public
disclosure of sustainability performance. Our management of these focus areas
includes processes and systems to mitigate risks and enable compliance with
legal requirements and Kimberly-Clark standards. In addition, we have
established specific goals in each of the focus areas, including for example,
greenhouse gas emissions reduction, diversion of pre- and post-consumer waste
from landfills and the prevention of forced labor and deforestation in our
supply chain.
Notable sustainability achievements in
2016 include:
►
|
Named by CDP (formerly Carbon
Disclosure Project) to the Leadership category of companies for Forests,
Water, Climate Change, and Supply Chain disclosures
|
|
|
►
|
Included in the FTSE4Good Index
Series for the 12
th
consecutive year for excellence in
environmental, social, and governance performance
|
|
|
►
|
Earned an A ranking from MSCI
for environmental, social, and governance
performance
|
►
|
Named to Forbes The Just 100:
Americas Best Corporate Citizens
|
|
|
►
|
Won the US Environmental
Protection Agencys SmartWay Excellence Award for the 4
th
consecutive year, recognizing demonstrated leadership in freight supply
chain energy and environmental performance
|
|
|
►
|
Earned a perfect score on the
Human Rights Campaign Foundations Corporate Equality Index, covering
corporate policies and practices pertinent to lesbian, gay, bisexual and
transgender (LGBT) employees
|
Table of Contents
|
Corporate Governance
Other Corporate Governance Policies and Practices
|
To learn more about our sustainability
efforts, please view our 2015 Sustainability Report and our 2015 GRI Report in
the Sustainability section of our website at
www.kimberly-clark.com.
Other
Corporate
Governance
Policies
and
Practices
|
Corporate Governance
Policies.
The Board of Directors has adopted
Corporate Governance Policies which guide Kimberly-Clark and the Board on
matters of corporate governance, including: director responsibilities, Board
committees and their charters, director independence, director compensation,
performance assessments of the Board and individual directors, Board succession
planning, director orientation and education, director access to management,
Board access to outside financial, business and legal advisors, management
development and succession planning, and Board interaction with stockholders.
The Board monitors emerging issues and amends these policies from time to time
as rules and regulations change and governance practices develop. To see the
policies, go to the Investors section of our website at
www.kimberly-clark.com.
Board and Committee
Evaluations.
The Board conducts annual
self-evaluations to determine whether it and its committees are functioning
effectively and whether its governing documents continue to remain appropriate.
Each Board member is periodically evaluated on an individual basis. The process
is designed and overseen by our Lead Director and our Nominating and Corporate
Governance Committee, and the results of the evaluations are discussed by the
full Board.
Each committee annually reviews its own
performance and assesses the adequacy of its charter, and reports the results
and any recommendations to the Board. The Nominating and Corporate Governance
Committee oversees and reports annually to the Board its assessment of each
committees performance evaluation process.
Board Succession
Planning.
Our Nominating and Corporate
Governance Committee maintains and reviews a succession plan for the Board, as
described in Proposal 1. Election of Directors - Process and Criteria for
Nominating Directors.
Code of
Conduct.
Kimberly-Clark has a Code of Conduct
that applies to all of our directors, executive officers and employees,
including our Chief Executive Officer, Chief Financial Officer and Vice
President and Controller. It is available in the Investors section of our
website at www.kimberly-clark.com. Any amendments to or waivers of our Code of
Conduct applicable to our Chief Executive Officer, Chief Financial Officer or
Vice President and Controller will also be posted at that location.
Board and Management
Roles in Risk Oversight.
The Board is
responsible for providing risk oversight with respect to our operations. In
connection with this oversight, the Board particularly focuses on our strategic
and operational risks, as well as related risk mitigation. In addition, the
Board reviews and oversees managements response to key risks facing
Kimberly-Clark.
The Boards committees review
particular risk areas to assist the Board in its overall risk oversight of
Kimberly-Clark:
►
|
The Audit Committee oversees our
risk management program, with a particular focus on our internal controls,
compliance programs, financial statement integrity and fraud risks, data
privacy and cybersecurity, and related risk mitigation. In connection with
this oversight, the Audit Committee receives regular reports from
management on risk assessments, the risk management process, and issues
related to the risks of managing our business. The Audit Committee also
receives an annual enterprise risk management update, which describes our
key financial, strategic, operational and compliance
risks.
|
|
|
►
|
The Management Development and
Compensation Committee reviews the risk profile of our compensation
policies and practices. This process includes a review of an assessment of
our compensation programs, as described in Compensation Discussion and
Analysis Analysis of Compensation-Related
Risks.
|
Table of Contents
|
Corporate Governance
Other Corporate Governance Policies and Practices
|
►
|
The Nominating and Corporate
Governance Committee monitors risks relating to governance matters and
recommends appropriate actions in response to those risks. In addition, it
provides oversight of our Corporate Social Responsibility programs and
sustainability activities and receives regular updates on the
effectiveness of these programs.
|
Complementing the Boards overall risk
oversight, our senior executive team identifies and monitors key enterprise-wide
and business unit risks, providing the basis for the Boards risk review and
oversight process. We have a Global Risk Oversight Committee, consisting of
management members from core business units and from our finance, treasury,
global risk management, compliance and legal functions. This committee
identifies significant risks for review and updates our policies for risk
management in areas such as hedging, foreign currency and country risks, product
liability, property and casualty risks, data privacy and cybersecurity risks,
and supplier and customer risks. The Board believes the allocation of risk
management responsibilities described above supplements the Boards leadership
structure by allocating risk areas to an appropriate committee for oversight,
allows for an orderly escalation of issues as necessary, and helps the Board
satisfy its risk oversight responsibilities.
Whistleblower
Procedures.
The Audit Committee has
established procedures for receiving, recording and addressing any complaints we
receive regarding accounting, internal accounting controls or auditing matters,
and for the confidential and anonymous submission, by our employees or others,
of any concerns about our accounting or auditing practices. We also maintain a
toll-free Code of Conduct telephone helpline and a website, each allowing our
employees and others to voice their concerns anonymously.
Chief Compliance
Officer.
Our Vice President and Chief
Compliance Officer oversees our compliance programs. His duties include:
regularly updating the Audit Committee on the effectiveness of our compliance
programs, providing periodic reports to the Board, and working closely with our
various compliance functions to promote coordination and sharing of best
practices across these functions. Our Vice President and Chief Compliance
Officer is also a member of our Global Risk Oversight Committee.
Management Succession
Planning.
In conjunction with the Board, the
Management Development and Compensation Committee
is responsible for periodically reviewing the long-term management development
plans and succession plans for the Chief Executive Officer and other key
officers, as well as the emergency succession plan for the Chief Executive
Officer and other key officers if any of these officers unexpectedly becomes
unable to perform his or her duties.
Disclosure
Committee.
We have established a Disclosure
Committee to assist in fulfilling our obligations to maintain disclosure
controls and procedures and to coordinate and oversee the process of preparing
our periodic securities filings with the SEC. This committee is composed of
members of management and is chaired by our Vice President and
Controller.
No Executive
Loans.
We do not extend loans to our
executive officers or directors and therefore do not have any such loans
outstanding.
Charitable
Contributions.
The Nominating and Corporate
Governance Committee has adopted guidelines for the review and approval of
charitable contributions by Kimberly-Clark (or any foundation under the common
control of Kimberly-Clark) to organizations or entities with which a director or
an executive officer may be affiliated. We will disclose in the Investors
section of our website at www.kimberly-clark.com any contributions made by us to
a tax-exempt organization under the following circumstances:
►
|
An Independent Director serves as
an executive officer of the tax-exempt organization; and
|
|
|
►
|
If within the preceding three
years, contributions in any single year from Kimberly-Clark to the
organization exceeded the greater of $1 million or 2 percent of the
tax-exempt organizations consolidated gross
revenues.
|
Table of Contents
Audit Committee Report
In accordance with its charter adopted by
the Board, the Audit Committee assists the Board in overseeing the quality and
integrity of Kimberly-Clarks accounting, auditing and financial reporting
practices.
In discharging its oversight
responsibility for the audit process, the Audit Committee obtained from the
independent registered public accounting firm (the auditors) a formal written
statement describing all relationships between the auditors and Kimberly-Clark
that might bear on the auditors independence, as required by Public Company
Accounting Oversight Board (PCAOB) Rule 3526,
Communication with Audit Committees Concerning
Independence
, discussed with the auditors any
relationships that may impact their objectivity and independence and satisfied
itself as to the auditors independence. The Audit Committee also discussed with
management, the internal auditors, and the auditors, the quality and adequacy of
Kimberly-Clarks internal controls and the internal audit functions
organization, responsibilities, budget and staffing. The Audit Committee
reviewed with both the auditors and the internal auditors their audit plans,
audit scope and identification of audit risks.
The Audit Committee discussed and reviewed
with the auditors all communications required by the PCAOBs auditing standards,
including those required by PCAOB AS 16, Communication with Audit Committees.
Also, with and without management present, it discussed and reviewed the results
of the auditors examination of our financial statements and our internal
control over financial reporting. The Committee also discussed the results of
internal audit examinations.
Management is responsible for preparing
Kimberly-Clarks financial statements in accordance with accounting principles
generally accepted in the United States of America (GAAP) and for establishing
and maintaining Kimberly-Clarks internal control over financial reporting. The
auditors have the responsibility for performing an independent audit of
Kimberly-Clarks financial statements and internal control over financial
reporting, and expressing opinions on the conformity of Kimberly-Clarks
financial statements with GAAP and the effectiveness of internal control over
financial reporting. The Audit Committee discussed and reviewed Kimberly-Clarks
audited financial statements as of and for the fiscal year ended December 31,
2016, with management and the auditors. The Audit Committee also reviewed
managements assessment of the effectiveness of internal controls as of December
31, 2016, and discussed the auditors examination of the effectiveness of
Kimberly-Clarks internal control over financial reporting.
Based on the above-mentioned reviews and
discussions with management and the auditors, the Audit Committee recommended to
the Board that Kimberly-Clarks audited financial statements be included in
Kimberly-Clarks Annual Report on Form 10-K for the fiscal year ended December
31, 2016, for filing with the SEC. The Audit Committee also has selected and
recommended to stockholders for ratification the reappointment of Deloitte as
the independent registered public accounting firm for 2017.
AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
Ian C. Read, Chairman
John F.
Bergstrom
Robert W. Decherd
Christa S. Quarles
Michael D.
White
|
Table of Contents
Proposal 3. Advisory
Vote
to Approve Named Executive
Officer Compensation
In the Compensation Discussion and
Analysis that follows, we describe in detail our executive compensation program,
including its objectives, policies and components. As discussed in that section,
our executive compensation program seeks to align the compensation of our
executives with the objectives of our Global Business Plan. To this end, the
Management Development and Compensation Committee (the Committee) has adopted
executive compensation policies that are designed to achieve the following
objectives:
►
|
Pay-for-Performance.
Support a performance-oriented environment that
rewards achievement of our financial and non-financial
goals.
|
|
|
►
|
Focus on Long-Term
Success.
Reward executives for
long-term strategic management and stockholder value
enhancement.
|
|
|
►
|
Stockholder Alignment.
Align the financial interests of our executives
with those of our stockholders.
|
|
|
►
|
Quality of Talent.
Attract and retain executives whose abilities are
considered essential to our long-term
success.
|
For a more detailed discussion of how our
executive compensation program reflects these objectives and policies, including
information about the fiscal year 2016 compensation of our named executive
officers, see Compensation Discussion and Analysis, below.
We are asking our stockholders to support
our executive compensation as described in this proxy statement. This proposal,
commonly known as a say-on-pay proposal, gives our stockholders the
opportunity to express their views on our executive compensation. This vote is
not intended to address any specific item of compensation, but rather the
overall compensation of our executives and the objectives, policies and
practices described in this proxy statement. Accordingly, we will ask our
stockholders to vote on the following resolution at the Annual Meeting:
RESOLVED, that
the compensation paid to the Corporations named executive officers, as
disclosed pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion, is hereby
approved by the Corporations stockholders on an advisory basis.
The say-on-pay vote is advisory and is
therefore not binding on Kimberly-Clark, the Committee or our Board.
Nonetheless, the Committee and our Board value the opinions of our stockholders.
Therefore, to the extent there is any significant vote against the executive
compensation as disclosed in this proxy statement, the Committee and our Board
will consider our stockholders concerns and will evaluate whether any actions
are necessary to address those concerns.
The Board of
Directors unanimously recommends a vote
FOR
the approval of named executive officer
compensation, as disclosed in this proxy statement pursuant to the SECs
compensation disclosure rules.
|
Table of Contents
Compensation Discussion
and Analysis
This Compensation Discussion and Analysis
is intended to provide investors with an understanding of our compensation
policies and decisions regarding 2016 compensation for our named executive
officers.
For 2016, our named executive officers
are:
Named Executive Officer
|
Title
|
Thomas J. Falk
|
Chairman of the Board and Chief Executive
Officer
|
Maria G. Henry
|
Senior Vice President and Chief Financial
Officer
|
Michael D. Hsu
|
President and Chief Operating
Officer*
|
Anthony J. Palmer
|
President, Global Brands and
Innovation
|
Elane B. Stock
|
Former Group President K-C
International**
|
*
|
Mr. Hsu served as Group President K-C North America
during 2016. He was elected to President and Chief Operating Officer
effective January 1, 2017.
|
**
|
Ms. Stock served as Group
President K-C International during 2016. Effective January 1, 2017 she
no longer serves in such capacity as a result of the elimination of the
role from our organizational structure. She is currently serving in a
non-executive role for a transition
period.
|
2016
Compensation
Highlights
|
As measured under our annual incentive
program, we delivered the results below in net sales, adjusted earnings per
share (EPS) and adjusted operating profit return on sales (OPROS).
Performance
Measure*
|
2016
Results
|
2016
Target
|
Net
sales
|
$18.20
billion
|
$18.20
billion
|
Adjusted
EPS
|
$6.03
|
$6.05
|
Adjusted OPROS Improvement
|
+110 bps
|
+70
bps
|
*
|
See 2016 Performance Goals,
Performance Assessments and Payouts for additional information on how we
use these measures to promote our pay-for-performance
culture.
|
Table of
Contents
|
Compensation Discussion and Analysis
2016 Compensation
Highlights
|
Based on our 2016 performance, the
Management Development and Compensation Committee of our Board (the Committee)
concluded that:
►
|
management delivered a solid financial
performance in 2016 with slightly below target adjusted earnings per
share, target level net sales and above target adjusted OPROS growth,
and
|
|
|
►
|
management continues to make good progress
executing strategies for our long-term success,
including:
|
➢
|
focusing on targeted growth initiatives and
product innovations,
|
|
|
➢
|
improving market share in our priority
markets,
|
|
|
➢
|
generating cost savings to help fund brand
investments and improve margins, and
|
|
|
➢
|
focusing on cash generation and allocating
capital in stockholder-friendly ways.
|
Based on this performance, the Committee
approved annual cash incentives for 2016 at slightly above the target amount,
including an annual incentive payout for the Chief Executive Officer of 109
percent of his target payment amount.
Performance-Based Compensation
Pay-for-performance is a key objective of
our compensation programs. Consistent with that objective, performance-based
compensation constituted a significant portion of our named executive officers
direct annual compensation targets for 2016. Also, to further align the
financial interests of our executives with those of our stockholders, a majority
of our executives target direct annual compensation for 2016 was
equity-based.
COMPOSITION OF TARGET DIRECT
COMPENSATION
|
|
|
|
|
|
|
Chairman and CEO
|
55%
|
|
18%
|
17%
|
10%
|
|
|
|
Performance-based
Restricted Share
Units
|
|
Stock
Options
|
Annual
Incentive
|
Salary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive
Officers
|
45%
|
|
15%
|
19%
|
21%
|
|
|
|
Performance-based
Restricted Share
Units
|
|
Stock
Options
|
Annual
Incentive
|
Salary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman and CEO
|
|
|
|
|
|
Named Executive Officers
|
|
|
|
|
|
|
90%
|
|
|
|
10%
|
|
79%
|
|
|
|
21%
|
|
|
Performance-based
|
|
|
|
Fixed
|
|
Performance-based
|
|
|
|
Fixed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73%
|
|
27%
|
|
|
|
60%
|
|
40%
|
|
|
|
|
Long-term equity
incentives
|
|
Cash
|
|
|
|
Long-term
equity incentives
|
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table of
Contents
|
Compensation Discussion and Analysis
2016 Compensation
Highlights
|
Committee Consideration of 2016 Stockholder Advisory
Vote
At our 2016 Annual Meeting, our executive
compensation program received the support of approximately 95 percent of shares
represented at the meeting. The Committee has considered the results of this
vote and views this outcome as evidence of stockholder support of its executive
compensation decisions and policies. Accordingly, the Committee has not made any
substantial changes to its executive compensation policies for 2017. The
Committee will continue to review the annual stockholder votes on our executive
compensation program and determine whether to make any changes in light of the
results.
CEO Target Direct Compensation and Realizable Direct
Compensation
The following chart compares the Chief
Executive Officers target direct annual compensation and realizable direct
compensation over the last three years. Realizable direct compensation reflects
the actual compensation received for base salary and annual cash incentive plus
the value of the long-term equity incentives granted in that year, determined as
follows:
►
|
For unexercised stock options, the amount by
which our 2016 year-end stock price ($114.12)
exceeds the exercise price, multiplied by the number of options
granted and for exercised stock
options,
the actual value realized upon exercise, and
|
|
|
►
|
For performance-based restricted share units,
intrinsic value is the number of units that were
paid out based on actual performance (for the grant made in 2014)
or are expected to be paid out
based on
projected performance (for the grants made in 2015 and 2016), multiplied
by our 2016
year-end stock
price.
|
Key factors causing realizable direct
compensation to differ from target direct annual compensation over these three
years are:
►
|
Improved performance that resulted in annual
cash incentives to be paid out at 105 percent of
target (2014), 105 percent of target (2015) and 109 percent of
target (2016), and
|
|
|
►
|
A rising stock price over the last three years
that significantly impacted the intrinsic value of stock
options and the dollar value of performance-based restricted share
units granted in each year.
Our stock
prices on the dates stock options were granted to our Chief Executive
Officer were
$107.51 (2014, as adjusted for
the Halyard Health spin-off), $110.72 (2015) and $126.13
(2016).
|
The Committee believes that this chart
demonstrates that our Chief Executive Officers realizable direct compensation
varies from his target direct annual compensation based on our performance and
stock price consistent with our pay-for-performance
philosophy.
Table of
Contents
|
Compensation Discussion and
Analysis
Executive Compensation
Objectives and Policies
|
CEO TARGET DIRECT
COMPENSATION AND REALIZABLE DIRECT COMPENSATION
Executive
Compensation
Objectives
and
Policies
|
The Committee establishes and administers
our policies governing the compensation of our elected officers, including our
named executive officers. The Committee reviews our compensation philosophy
annually and determines whether it supports our business objectives and is
consistent with the Committees charter.
The Committee has adopted executive
compensation policies that are designed to achieve the following
objectives:
Objective
|
|
Description
|
|
Related
Policies
|
Pay-for-Performance
|
|
Support a performance-oriented environment
that rewards achievement of our financial and non-financial
goals.
|
|
The majority of our named executive officers pay varies with
the levels at which annual and long-term performance goals are achieved.
The Committee chooses performance goals that align with our strategies for
sustained growth and profitability.
|
Focus on Long-Term
Success
|
|
Reward executives for long-term strategic
management and stockholder value enhancement.
|
|
The largest single component of our named executive officers
annual target compensation is in the form of performance-based restricted
share units. The number of shares actually received on payout of these
units depends on our performance over a three-year
period.
|
Table of
Contents
|
Compensation Discussion and
Analysis
Executive Compensation
Objectives and Policies
|
Objective
|
|
Description
|
|
Related
Policies
|
Stockholder
Alignment
|
|
Align the financial interests of our
executives with those of our stockholders.
|
|
Equity-based awards make up the largest part of our named
executive officers annual target compensation. As part of this, our named
executive officers receive stock options, which vest over time and have
value only if our stock value rises after the option grants are made. We
also have other policies that link our executives interests with those of
our stockholders, including target stock ownership
guidelines.
|
Quality of Talent
|
|
Attract and retain highly skilled executives
whose abilities are considered essential to our long-term success as a
global company operating our personal care, consumer tissue and K-C
professional businesses.
|
|
The Committee reviews peer group data to ensure our
executive compensation program remains competitive so we can continue to
attract and retain this talent.
|
These compensation objectives and policies
seek to align the compensation of our elected officers, including our named
executive officers, with the objectives of our Global Business Plan. Our Global
Business Plan, established by our senior management and the Board, is designed
to make Kimberly-Clark a stronger and more competitive company and to increase
our total return to stockholders by:
►
|
managing our business portfolio to balance growth,
margin and cash flow
|
|
|
►
|
investing in brands, innovation and growth
initiatives
|
|
|
►
|
delivering sustainable cost reduction
|
|
|
►
|
providing disciplined capital management to
improve return on invested capital and return cash to stockholders
|
Table of
Contents
|
Compensation Discussion and
Analysis
Components of Our Executive
Compensation Program
|
Components
of
Our
Executive
Compensation
Program
|
The table below gives an overview of the
compensation components used in our program and matches each with one or more of
the objectives described above.
Component
|
Objectives
|
Purpose
|
Target Competitive Position
|
Base
salary
|
Quality of
talent
|
Provide annual cash income based on:
►
level of responsibility, experience and
performance
►
comparison to market pay information
|
►
Compared to median of peer group
►
Actual base salary will vary based on the individuals level of
responsibility, experience in the position and
performance
|
Annual
cash
incentive
|
Pay-for-
performance
|
Motivate and reward achievement of the
following annual performance goals:
►
corporate key financial goals
►
other corporate financial and strategic performance
goals
►
performance of the business unit or staff function of the
individual
|
►
Target compared to median of peer group
►
Actual payout will vary based on actual corporate and business unit
or staff function performance
|
Long-term
equity
incentive
|
Stockholder
alignment
Focus on
long-
term success
Pay-for-
performance
Quality of
talent
|
Provide an incentive to deliver stockholder
value and to achieve our long-term objectives, through awards
of:
►
performance-based restricted share units
►
stock options
Time-vested restricted share units may be
granted from time to time for recruiting, retention or other
purposes
|
►
Target compared to median of peer group
►
Actual payout of performance-based restricted share units will vary
based on actual corporate performance
►
Actual payout will also vary based on actual stock price
performance
|
Retirement
benefits
|
Quality of
talent
|
Provide competitive
retirement plan benefits through 401(k) plan and other defined
contribution plans
|
►
Benefits comparable to those of peer group
|
Perquisites
|
Quality of
talent
|
Provide minimal market-based
additional benefits
|
►
Benefits comparable to those of peer group
|
Post-
termination
compensation
(severance
and
change of
control)
|
Quality of
talent
|
Encourage attraction and retention of
executives critical to our long-term success and
competitiveness:
►
Severance Pay Plan, which provides eligible employees, including
executives, payments and benefits in the event of certain involuntary
terminations
►
Executive Severance Plan, which provides eligible employees,
including executives, payments in the event of a qualified separation of
service following a change of control
|
►
Benefits comparable to those of peer
group
|
Table of
Contents
|
Compensation Discussion and
Analysis
Setting Annual
Compensation
|
Setting
Annual
Compensation
|
This section describes how the Committee
thinks about annual compensation and the processes that it followed in setting
2016 target annual compensation for our named executive officers.
Focus on Direct Annual Compensation
In setting 2016 compensation for our
executive officers, including our Chief Executive Officer, the Committee focused
on direct annual compensation, which consists of annual cash compensation (base
salary and annual cash incentive) and long-term equity incentive compensation
(performance-based restricted share units and stock options). The Committee
considered annual cash and long-term equity incentive compensation both
separately and as a package to help ensure that our executive compensation
objectives are met.
Executive Compensation Peer Group
To ensure that our executive compensation
programs are reasonable and competitive in the marketplace, the Committee
compares our programs to those at other companies. In setting compensation in
February 2016 for our named executive officers, the Committee used a peer group
consisting of the following consumer goods and business to business
companies:
|
|
|
|
|
2016 Executive
Compensation Peer Group
|
|
|
|
|
|
|
|
►
3M
►
Avon Products
►
Campbell Soup
►
Clorox
►
Coca-Cola
►
Colgate-Palmolive
►
ConAgra Brands
|
►
DuPont
►
General Mills
►
Hershey
►
Honeywell International
►
Johnson & Johnson
►
Kellogg
|
►
Kraft Heinz
►
Mondelēz International
►
Newell Brands
►
Nike
►
PepsiCo
►
Procter & Gamble
|
|
|
|
|
|
|
The Committee generally seeks to select
companies with whom Kimberly-Clark competes for talent. We believe that we
generally compete for talent with consumer goods and business-to-business
companies with annual revenues ranging from approximately one-half to two times
our annual revenues. However, the Committee concluded that it was appropriate
also to include certain companies outside of this annual revenue range because
we directly compete with them for talent.
In developing the peer group, the
Committee does not consider individual company compensation practices, and no
company has been included or excluded because it is known to pay above-average
or below-average compensation. The Committee (working with compensation
consultants retained separately by the Committee and the company), reviews the
peer group annually to ensure that it continues to serve as an appropriate
comparison for our compensation program.
For purposes of setting executive
compensation for 2017, the Committee made adjustments to select companies that
more closely meet the criteria summarized above. The Committee removed Avon
Products and added J.M. Smucker and V.F. Corp.
Table of
Contents
|
Compensation Discussion and
Analysis
Setting Annual
Compensation
|
Process for Setting Direct Annual
Compensation Targets
In setting the direct annual compensation
of our executive officers, the Committee evaluates both market data provided by
the compensation consultants and information on the performance of each
executive officer for prior years. To remain competitive in the marketplace for
executive talent, the target levels for the executive officers compensation
components, including our Chief Executive Officer, are compared to the median of
the peer group.
To reinforce a pay-for-performance
culture, targets for individual executive officers may be set above or below
this median depending on the individuals performance in prior years and
experience in the position. The Committee believes that comparing target levels
to the median, setting targets as described above, and providing incentive
compensation opportunities that will enable executives to earn above-target
compensation if they deliver above-target performance on their performance
goals, are consistent with the objectives of our compensation policies. In
particular, the Committee believes that this approach enables us to attract and
retain skilled and talented executives to guide and lead our businesses and
supports a pay-for-performance culture. At times, the Committee may award
long-term equity incentive compensation to key individuals to address retention
concerns. When setting annual compensation for our executive officers, the
Committee considers each compensation component (base salary, annual cash
incentive and long-term equity incentive), but its decision regarding a
particular component does not necessarily impact its decision about other
components.
In setting compensation for executive
officers that join us from other companies, the Committee evaluates both market
data for the position to be filled and the candidates compensation history. The
Committee recognizes that in order to successfully recruit a candidate to leave
his or her current position and to join Kimberly-Clark, the candidates
compensation package may have to exceed his or her current compensation,
resulting in a package above the median of our peer group.
CEO Direct Annual
Compensation
The Committee determines Mr. Falks direct
annual compensation in the same manner as the direct annual compensation of the
other named executive officers. Mr. Falks direct annual target compensation is
at or near the median of direct annual compensation of chief executive officers
of companies included in the peer group.
The difference between Mr. Falks
compensation and that of the other named executive officers reflects the
significant difference in their relative responsibilities. Mr. Falks
responsibilities for management and oversight of a global enterprise are
significantly greater than those of the other executive officers. As a result,
the market pay level for Mr. Falk is appropriately higher than the market pay
for our other executive officer positions.
Table of
Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
Direct Annual Compensation Targets for 2016
Consistent with its focus on direct annual
compensation, the Committee approved 2016 direct annual compensation targets for
each of our named executive officers. The Committee believes that these target
amounts, which formed the basis for the Committees compensation decisions for
2016, were appropriate and consistent with our executive compensation
objectives:
Name
|
2016 Direct Annual Compensation
Target($)
|
Thomas J. Falk
|
13,577,500
|
Maria G. Henry
|
3,882,000
|
Michael D. Hsu
|
4,246,000
|
Anthony J. Palmer
|
2,679,000
|
Elane B. Stock
|
4,246,000
|
These 2016 direct annual compensation
target amounts differ from the amounts set forth in the Summary Compensation
Table in the following ways:
►
|
Base salaries are adjusted on April 1 of each
year, while the Summary Compensation Table
includes salaries for the calendar year. See Executive
Compensation for 2016 Base Salary.
|
|
|
►
|
Annual cash incentive compensation is included
at the target level, while the Summary
Compensation Table reflects the actual amount earned for
2016.
|
|
|
►
|
As described below under Long-Term Equity
Incentive Compensation 2016 Stock Option
Awards, for compensation purposes the Committee values stock
options differently than the
way they are
required to be reflected in the Summary Compensation Table.
|
|
|
►
|
In setting direct annual compensation targets,
the Committee does not include increases in
pension or deferred compensation earnings or other compensation,
while those amounts are
required to be
included in the Summary Compensation
Table.
|
Executive
Compensation
for
2016
|
To help achieve the objectives discussed
above, our executive compensation program for 2016 consists of fixed and
performance-based components, as well as short-term and long-term
components.
Base Salary
To attract and retain high caliber
executives, we pay our executives an annual fixed salary that the Committee
considers competitive in the marketplace.
Salary ranges and individual salaries for
executive officers are reviewed annually, and salary adjustments generally are
effective on April 1 of each year. In determining individual salaries, the
Committee considers the salary levels for similar positions at our peer group
companies, as well as the executives performance and experience in his or her
position. This performance evaluation is based on how the executive performs
during the year against results-based objectives established at the beginning of
the year. In general, an experienced executive who is performing at a
satisfactory level will receive a base salary at or around the median of our
peer group companies. However, executives may be paid above or below the median
depending on their experience and performance. From time to time, if warranted,
executives and other employees may receive additional salary increases because
of promotions, changes in duties and responsibilities, retention concerns or
market conditions.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
For purposes of setting 2016 base
salaries, each executives leadership performance was measured against the
following set of behaviors viewed as characteristic of executives who are adept
at leading the strategic, operational and organizational aspects of our global
business:
►
|
building trust
|
|
|
►
|
making decisions
|
|
|
►
|
winning
consistently
|
|
|
►
|
thinking customer
|
|
|
►
|
continuously
improving
|
|
|
►
|
building talent
|
|
|
The Committee approved the following base
salaries for our named executive officers, effective April 2016:
Name
|
2016 Base Salary($)
|
Thomas J. Falk
|
1,325,000
|
Maria G. Henry
|
780,000
|
Michael D. Hsu
|
840,000
|
Anthony J. Palmer
|
660,000
|
Elane B. Stock
|
840,000
|
Annual Cash Incentive
Program
Consistent with our pay-for-performance
compensation objective, our executive compensation program includes an annual
cash incentive program to motivate and reward executives in achieving annual
performance objectives.
2016 Targets
The target payment amount for annual cash
incentives is a percentage of the executives base salary. The Committee
determines this target payment amount as described above under Setting Annual
Compensation Process for Setting Direct Annual Compensation Targets. The
range of possible payouts is expressed as a percentage of the target payment
amount. The Committee sets this range based on competitive factors.
TARGET PAYMENT AMOUNTS AND RANGE OF
POSSIBLE PAYOUTS
FOR 2016 ANNUAL CASH INCENTIVE PROGRAM
|
Target Payment
Amount
|
Potential
Payout
|
Chief Executive
Officer
|
170% of base salary
|
0% - 200% of target payment amount
|
Other Named Executive
Officers
|
90% of base salary
|
0% - 200% of target payment
amount
|
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
2016 Performance Goals, Performance
Assessments and Payouts
Payment amounts under the annual cash
incentive program are dependent on performance measured against corporate goals
and business unit or staff function goals established by the Committee at the
beginning of each year. These performance goals, which are communicated to our
executives at the beginning of each year, are derived from our financial and
strategic goals.
As shown in the table below, the Committee
established goals for three different performance elements for 2016. It then
weighted the three elements for each executive (note that the business unit or
staff function performance goals did not apply to our CEO because his
responsibilities are company-wide). As it does each year, the Committee chose
weightings that are intended to strike an appropriate balance between aligning
each executives individual objectives with our overall corporate objectives and
holding the executive accountable for performance in the executives particular
area of responsibility.
ANNUAL CASH INCENTIVE PROGRAM 2016
PERFORMANCE GOALS AND WEIGHTS
* The positions shown for Mr. Hsu and
Ms. Stock are the positions held during 2016.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
Below we describe the three elements of
performance, explain how performance was assessed for each element, and show the
payouts that were determined in each case.
■
ELEMENT 1: CORPORATE KEY FINANCIAL
GOALS
For 2016, the Committee chose the
following as corporate key financial goals for the annual cash incentive
program:
2016
Goal
|
Explanation
|
Reason for Use as a
Performance Measure
|
Net sales
|
Net sales for 2016
|
A key indicator of our overall
growth
|
Adjusted EPS
|
Consists of diluted net income per
share that is then adjusted to eliminate the effect of items or events
that the Committee determines in its discretion should be excluded for
compensation purposes
(1)
|
A key indicator of our overall
performance
|
Adjusted OPROS
|
After net sales and adjusted EPS are
determined as described above, a multiplier based on adjusted OPROS is
applied to the calculation result to determine the final payout
percentage
(2)
|
A measure of margin efficiency and a
helpful method of tracking our cost structure
performance
|
(1)
|
In 2016 the following adjustments
were made to diluted net income per share to determine adjusted
EPS:
|
|
|
|
Diluted Net Income Per
Share
|
$5.99
|
|
|
Adjustment
for:
|
|
|
|
Subtract
Adjustments related to Venezuelan operations
|
$(0.03
|
)
|
|
Add
Charges related to 2014 organization restructuring
|
$0.07
|
|
|
Adjusted
EPS
|
$6.03
|
|
|
For more information regarding these adjustments, see Managements
Discussion and Analysis of Financial Condition and Results of Operations
in our 2016 Annual Report on Form 10-K.
|
|
|
(2)
|
For purposes of determining
annual cash incentive amounts, we calculate adjusted OPROS using our
reported financial results, adjusted for the same items described above in
determining adjusted EPS.
|
Because Element 1 represents key
company-wide goals, it produces the same payout percentage for each named
executive officer. To determine this percentage, the Committee follows the
following process.
First, it determines an initial payout
percentage based on how Kimberly-Clark performed against the net sales and
adjusted EPS goals established in February of each year. For 2016, the Committee
set these goals and the corresponding initial payout percentages at the
following levels:
Measure
(each weighted
50%)
|
Range of Performance Levels
|
|
Threshold
|
Target
|
Maximum
|
Net sales (billions)
|
$16.75
|
$18.20
|
$19.66
|
Adjusted EPS
|
$5.55
|
$6.05
|
$6.55
|
Initial Payout Percentage
|
0%
|
100%
|
200%
|
Second, it applies a multiplier to this
initial payout percentage. The multiplier is based on how Kimberly-Clark
performed against the adjusted OPROS goals also established in February.
Depending on the level of basis point improvement, the multiplier may either
decrease or increase the initial payout percentage (but the amount of the final
payout percentage cannot exceed a 200 percent cap).
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
For 2016, the Committee set the following
ranges for this adjusted OPROS multiplier:
|
Range of Performance Levels
|
|
Threshold
|
Target
|
Maximum
|
Adjusted OPROS (bps improvement)
|
+0
bps
|
+70
bps
|
+140
bps
|
Adjusted OPROS Multiplier Applied to Initial
Payout
Percentage
|
0.8 x
|
1.0 x
|
1.2
x
|
Actual results.
For 2016, our net sales result was $18.20 billion and our
adjusted EPS result was $6.03. Based on these results, the initial payout
percentage was determined to be 98 percent. To this percentage, we then applied
an adjusted OPROS multiplier of 1.11, which was based on the actual 2016
improvement of 110 bps.
The resulting 2016 payout percentage for
achieving the corporate key financial goals was 109 percent of each named
executive officers target payment amount.
■
ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE
GOALS
At the beginning of 2016, the Committee
also established additional corporate financial and non-financial strategic
performance goals that are intended to challenge our executives to exceed our
long-term objectives. At the end of the year, it determined a payout percentage
based on its assessment of the degree to which these goals are
achieved.
The Committee does not use a formula to
assess the performance of these goals but instead takes a holistic approach and
considers performance of all the goals collectively. Although it does review
each goal separately, the key consideration for the Committee is how it views
Kimberly-Clarks performance for the year in all of these categories, taken as a
whole.
The chart below shows the 2016 goals and
how the Committee assessed Kimberly-Clarks performance against each
one:
Additional Corporate Financial and Strategic Performance
Goals for 2016
|
Final
Result
|
|
Below
Goal
|
At
Goal
|
Above
Goal
|
Quality of
earnings
|
➢
|
|
Gross profit growth percentage
exceeding the net sales growth rate.
|
|
X
|
|
|
|
|
|
|
|
|
|
➢
|
|
Advertising spending growth
percentage exceeding the net sales growth rate.
|
X
|
|
|
|
|
|
|
|
|
|
|
➢
|
|
Attaining cost savings
goals.
|
|
|
X
|
|
|
|
|
|
|
|
|
➢
|
|
Operating profit growth percentage
exceeding the net sales growth rate.
|
|
|
X
|
Brand equity and
market
performance
|
➢
|
|
Increasing market share in select
markets.
|
|
|
X
|
Innovation
|
➢
|
|
Attaining net sales from innovation
goals (based on a rolling three-year review) in new products and line
extensions in 2016.
|
|
X
|
|
|
|
|
|
|
|
|
|
➢
|
|
Attaining net sales from innovation
goals (based on launches in 2016).
|
|
|
X
|
Diversity and
inclusion
|
➢
|
|
Making progress on goals for women
in senior roles globally and ethnic minorities in senior roles in the
United States.
|
|
|
X
|
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
Actual payout
percentage.
After taking into account
performance on all of these goals, the Committee determined that the payout
percentage for achieving these other financial and strategic goals should be 110
percent of target.
■
ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION
PERFORMANCE GOALS
In addition to the performance goals
established by the Committee, our CEO establishes individual business unit or
staff function performance goals that are intended to challenge the executives
to exceed the objectives for that unit or function. These objectives include
strategic performance goals for the business units and staff functions, as well
as financial goals for the business units.
Following the end of the year, the
executives performance is analyzed to determine whether performance for the
goals was above target, on target or below target. Our CEO then provides the
Committee with an assessment of each individual business units or staff
functions performance against the objectives for that unit or
function.
Actual payout
percentages.
Based on the assessed
performance of the relevant business unit or staff function against its
pre-established performance goals, and taking into account the CEOs
recommendations, the Committee determined the following payout percentages for
business unit or staff function performance for our named executive
officers:
Name
|
2016 Business Unit/Staff Function Payout
Percentage
|
Thomas J. Falk
|
|
N/A
|
|
Maria G. Henry
|
|
109%
|
|
Michael D. Hsu
|
|
124%
|
|
Anthony J. Palmer
|
|
105%
|
|
Elane B. Stock
|
|
87%
|
|
Annual Cash Incentive Payouts for
2016
The following table shows the payout
opportunities and the actual payouts of annual cash incentives for 2016 for each
of our named executive officers. Payouts were based on the payout percentages
for each element, weighted for each executive as shown on page 48.
|
|
Annual
IncentiveTarget
|
Annual
Incentive
Maximum
|
2016 Annual
Incentive
Payout
|
Name
|
|
% of Base
Salary
|
Amount($)
|
% of
Target
|
Amount($)
|
% of
Target
|
Amount($)
|
Thomas J. Falk
|
|
170%
|
2,252,500
|
200%
|
4,505,000
|
109%
|
2,466,388
|
Maria G. Henry
|
|
90%
|
702,000
|
200%
|
1,404,000
|
109%
|
766,904
|
Michael D. Hsu
|
|
90%
|
756,000
|
200%
|
1,512,000
|
117%
|
883,540
|
Anthony J. Palmer
|
|
90%
|
594,000
|
200%
|
1,188,000
|
109%
|
644,464
|
Elane B. Stock
|
|
90%
|
756,000
|
200%
|
1,512,000
|
98%
|
741,019
|
Summary of Annual Cash Incentive
Payouts: 2010 through 2016
Generally, the
Committee seeks to set the minimum, target and maximum levels such that the
relative difficulty of achieving the target level is consistent from year to
year. From 2010 through 2016, the total payout percentage (including business
unit or staff function performance) for the executives that were designated as
named executive officers in those years ranged from
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
58 percent to 132 percent
of each executives target
award opportunity. The Committee believes that these payouts are consistent with
how Kimberly-Clark performed during these years and reflect the
pay-for-performance objectives of our executive compensation.
PAYOUTS FOR CORPORATE GOALS AND AVERAGE
TOTAL
PAYOUT PERCENTAGES FOR DESIGNATED
NAMED EXECUTIVE OFFICERS
|
2016
|
2015
|
2014
|
2013
|
2012
|
2011
|
2010
|
Average
|
Payout for Corporate Goals
|
109%
|
105%
|
105%
|
132%
|
129%
|
75%
|
67%
|
103%
|
Combination of corporate key financial goals
and additional corporate financial and strategic performance
goals
|
|
|
|
|
|
|
|
|
|
Average Total Payout Percentages
|
108%
|
108%
|
105%
|
128%
|
123%
|
79%
|
77%
|
104%
|
(including business unit or staff function performance)
for executives designated as named executive officers for year
shown
|
|
|
|
|
|
|
|
|
Long-Term Equity Incentive
Compensation
The Committee awards long-term equity
incentive grants to executive officers as part of their overall compensation
package. These awards are consistent with the Committees objectives of aligning
our senior leaders interests with the financial interests of our stockholders,
focusing on our long-term success, supporting our performance-oriented
environment and offering competitive compensation packages.
Information regarding long-term equity
incentive awards granted to our named executive officers can be found under
Summary Compensation, Grants of Plan-Based Awards, and Discussion of
Summary Compensation and Plan-Based Awards Tables.
2016 Grants
In determining the 2016 long-term equity incentive award
amounts for our named executive officers, the Committee considered the following
factors, among others: the specific responsibilities and performance of the
executive, our business performance, retention needs, our stock price
performance and other market factors. Because these awards are part of our
annual compensation program that compares direct annual compensation to the
median of our peer group comparison, grants from prior years were not considered
when setting 2016 targets or granting awards.
To determine target values, it first
compared each executives direct annual compensation to the median of our peer
group, and then considered individual performance and the other factors listed
above, as applicable. Target grant values were approved in February 2016 and
were divided into two types:
►
|
Performance-based restricted share
units (75 percent of the target grant value). For valuation purposes, each
unit is assigned the same value as one share of our common stock on the
date of grant.
|
|
|
►
|
Stock options (25 percent of the
target grant value). For valuation purposes, one option has the same value
as 10 percent of the price of one share of our common stock on the date of
grant of the stock option.
|
The Committee believes this allocation
between performance-based restricted share units and stock options supports the
pay-for-performance and stockholder alignment objectives of its executive
compensation program.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
In addition to his annual long-term
incentive award, the Committee granted a time-vested restricted share award to
Mr. Palmer for retention purposes.
Performance Goals and Potential Payouts
for
2016 - 2018 Performance-Based
Restricted Share Units
For the
performance-based restricted share unit awards granted in 2016, the actual
number of shares to be received by our named executive officers can range from
zero to 200 percent of the target levels established by the Committee for each
executive, depending on the degree to which the performance objectives for these
awards are met over a three-year period.
The performance objectives for the 2016
awards are based on average annual net sales growth and the average adjusted
return on invested capital (ROIC) for the period January 1, 2016 through
December 31, 2018. Adjusted ROIC is a measure of the return we earn on the
capital invested in our businesses. It is calculated using our reported
financial results, adjusted for the same items that we use in determining
adjusted EPS. The formula we use to calculate adjusted ROIC can be found under
the Investors section of our website at www.kimberly-clark.com. The performance
objectives for the awards reflect assumed annual organic sales growth of 3 to 5
percent for 2016 through 2018, with significantly unfavorable foreign exchange
rate effects in 2016.
2016 - 2018 PERFORMANCE-BASED
RESTRICTED SHARE UNITS:
POTENTIAL PAYOUTS AT VARYING PERFORMANCE
LEVELS
Goals (Each weighted
50%)
|
Performance Levels
|
Annual net sales growth
|
(0.90)%
|
1.60%
|
4.10%
|
Adjusted ROIC
|
22.20%
|
23.20%
|
24.20%
|
Potential Payout (as a
percentage of target)
|
0%
|
100%
|
200%
|
Payout of 2013 - 2015 Performance-Based
Restricted Share Units
In February 2016,
the Committee evaluated the results of the three-year performance period for the
performance-based restricted share units that were granted in 2013. The
performance objectives for these 2013 awards were based on average annual
adjusted net sales growth and average adjusted ROIC for the period January 1,
2013 through December 31, 2015, each weighted equally.
Goals (Each weighted
50%)
|
Performance Levels
|
Annual adjusted net sales growth*
|
0.50%
|
3.00%
|
5.50%
|
(0.68)%
|
Adjusted ROIC**
|
15.50%
|
16.50%
|
17.50%
|
18.42%
|
Potential Payout (as a
percentage of target)
|
0%
|
100%
|
200%
|
Actual
|
*
|
For purposes of calculating
annual adjusted net sales growth, the Committee added $1.59 billion to
2014 net sales to neutralize the impact of the Halyard Health spin-off on
October 31, 2014. The adjustment represents the estimated net sales that
our health care business would have contributed in 2014 had the spin-off
not occurred. The adjustment represents, (1) for January through October,
the actual results for our health care business (which are reported as
discontinued operations in our 2014 Annual Report on Form 10-K) and (2)
for November and December, pro-forma results determined by multiplying our
health care business actual year-to-date performance for January through
October, expressed as a percentage of target, by the target performance
level attributable to November and December.
|
|
|
**
|
For purposes of calculating
average adjusted ROIC, the Committee (1) added $29.8 million of lost
earnings to 2014 operating profit to neutralize the impact of the Halyard
Health spin-off and (2) excluded from the calculation of operating profit
and invested capital the impacts of charges related to (a) the Halyard
Health spinoff, (b) an exchange rate change in Venezuela, (c) our 2014
organization restructuring, (d) a regulatory dispute in the Middle East,
(e) our European restructuring, (f) pension settlements, (g) our Turkey
restructuring and (h) the deconsolidation of our Venezuelan
operations.
|
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2016
|
Based on this review, the Committee
determined that we exceeded our performance goal for adjusted ROIC but did not
achieve our performance goal for adjusted net sales growth. As a result, the
payout percentage for the share units was 100 percent of target. The following
table includes information about the opportunities and payouts (including
reinvested dividends) regarding these grants to our named executive
officers:
|
Share Amount
|
2013 - 2015
Performance-Based
Restricted Share Unit Award (Paid in
February
2016)
|
Name
|
Target
|
Maximum
|
% of
Target
|
Amount of
Shares(#)
|
Value of Shares
on
Date
Received($)
|
Thomas J. Falk
|
74,936
|
149,872
|
100%
|
74,936
|
9,773,902
|
Maria G. Henry*
|
|
|
|
|
|
Michael D. Hsu
|
15,455
|
30,910
|
100%
|
15,455
|
2,015,796
|
Anthony J. Palmer
|
11,240
|
22,480
|
100%
|
11,240
|
1,466,033
|
Elane B. Stock
|
9,367
|
18,734
|
100%
|
9,367
|
1,221,738
|
*
|
Ms. Henry joined Kimberly-Clark
after these grants were made.
|
The Committee believes that these payouts
further highlight the link between pay and performance established by our
compensation program, which seeks to align actual compensation paid to our named
executive officers with our long-term performance.
The shares underlying these
performance-based restricted share unit awards were distributed to our named
executive officers in February 2016 and are included in the table below entitled
Option Exercises and Stock Vested in 2016.
Vesting Levels of Outstanding
Performance-Based Restricted Share Unit Awards
As of February 7, 2017, the
performance-based restricted share units granted in 2016 and 2015 were on pace
to vest at the following levels: 117 percent for the 2016 award and
100
percent
for the 2015 award.
The Committee has determined that the 2014
award vested at 100
percent. Payouts under these awards will be reflected in 2017
compensation.
2016 Stock Option Awards
As noted above, 25 percent of the annual
long-term equity incentive grants to executive officers in 2016 consisted of
stock options. Stock option grants vest in three annual installments of 30
percent, 30 percent and 40 percent, beginning on the first anniversary of the
grant date. The Committee believes that stock options help further align our
executives interest with those of our stockholders and encourage executives to
remain with the company through the multi-year vesting schedule.
For purposes of
determining the number of options to be granted, stock options are valued on the
basis that one option has the same value as 10 percent of the price of one share
of our common stock on the date of grant. The value we use for this purpose
differs from, and in May 2016 was higher than, the value of approximately 8.7
percent that we use for financial statement purposes (resulting in fewer options
being granted than if the financial statement value had been used). The
Committee believes that this value is an appropriate way to determine the number
of options to be granted because it provides more consistent application and is
not subject to the volatility inherent in the valuation method
(Black-Scholes-Merton) used for financial statement purposes. Information
regarding stock options granted to our named executive officers can be found
under Summary Compensation, Grants of Plan-Based Awards, and Discussion of
Summary Compensation and Plan-Based Awards Tables.
Table of Contents
|
Compensation Discussion and
Analysis
Benefits and Other
Compensation
|
Benefits
and Other
Compensation
|
Retirement Benefits
Our named executive officers receive
contributions from us under the Kimberly-Clark Corporation 401(k) and Profit
Sharing Plan (the 401(k) Profit Sharing Plan) and the Kimberly-Clark
Supplemental Retirement 401(k) and Profit Sharing Plan (the Supplemental 401(k)
Plan) and some executive officers participate in our frozen defined benefit
pension plans depending on their hire date. These plans are consistent with those
maintained by our peer group companies and are therefore necessary to remain
competitive with them for recruiting and retaining executive talent. The
Committee believes that these retirement benefits are important parts of our
compensation program. For more information, see Nonqualified Deferred
Compensation 401(k) Profit Sharing Plan and Supplemental 401(k) Plan and
Pension Benefits.
Other Compensation
A review conducted in 2016 indicated that
perquisites provided to our executive officers are below the median of those
provided by our peer group, consistent with our focus on more direct,
performance-sensitive compensation. Also, the Committee has eliminated tax
reimbursement and related gross-ups for perquisites (including personal use of
corporate aircraft), except for certain relocation benefits, further
underscoring our focus on direct compensation.
Perquisites include personal financial
planning services under our Executive Financial Counseling Program, an executive
health screening program where executives may receive comprehensive physical
examinations from an independent health care provider, and permitted personal
use of corporate aircraft consistent with our policy. The personal financial
planning program is designed to provide executives with access to knowledgeable
financial advisors that understand our compensation and benefit plans and can
assist our executives in efficiently and effectively managing their financial
and tax planning issues. Our Chief Executive Officer does not receive personal
financial planning services pursuant to this program. The executive health
screening program provides executives with additional services that help
maintain their overall health.
Under an executive security program for our Chief
Executive Officer, approved by the Board of Directors, our Chief Executive
Officer is expected to use our corporate aircraft for all business and personal
travel, consistent with our policy, and security services are provided for him
at all times, including at his office, other company locations and his
residences. Periodically, an independent security consultant conducts a security
assessment, and the Board reviews the program, to ensure that security measures
provided by us are appropriate. The Board considers these security arrangements
to be appropriate and reasonable in light of the security risks identified in
the independent security assessment. In addition, if a corporate aircraft is
already scheduled for business purposes and can accommodate additional
passengers, executive officers and their guests may, under certain
circumstances, join flights for personal travel. The incremental cost to us of
providing security services at Mr. Falks residences and personal travel for Mr.
Falk and his guests on our corporate aircraft is included in All Other
Compensation in the Summary Compensation Table.
Post-Termination
Benefits
We maintain two severance plans that cover
our executive officers: the Severance Pay Plan and the Executive Severance Plan.
An executive officer may not receive severance payments under more than one
severance plan. Benefits under these plans are payable only if the executives
employment terminates under the conditions specified in the applicable plan. We
believe that our severance plans are consistent with those maintained by our
peer group companies and that they are therefore important for attracting and
retaining executives who are critical to our long-term success and
competitiveness. For more information about these severance plans and their
terms, see Potential Payments on Termination or Change of Control Severance
Benefits.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2017
|
Severance Pay Plan
Our Severance Pay Plan provides severance benefits to most of
our U.S. hourly and salaried employees, including our named executive officers,
who are involuntarily terminated under the circumstances described in the plan.
The objective of this plan is to facilitate the employees transition to his or
her next position, and it is not intended to serve as a reward for the
employees past service.
Executive Severance
Plan
Our Executive Severance Plan provides
severance benefits to eligible employees, including our named executive
officers, in the event of a qualified termination of employment (as defined in
the plan) in connection with a change of control. For an eligible employee to
receive a payment under this plan, two things must occur: there must be a change
of control of Kimberly-Clark, and the employee must have been involuntarily
terminated without cause or have resigned for good reason (as defined in the
plan) within two years of the change of control (often referred to as a double
trigger). Each of our named executive officers has entered into an agreement
under the plan that expires on December 31, 2017.
Executive
Compensation
for
2017
|
2017 Base Salary
In February 2017, the Committee approved
the following base salaries for our named executive officers, effective April 1,
2017:
Name*
|
2017 Base
Salary($)
|
Thomas J. Falk
|
1,420,000
|
Maria G. Henry
|
800,000
|
Michael D. Hsu
|
925,000
|
Anthony J. Palmer
|
675,000
|
*
Ms. Stock began serving in a non-executive role effective
January 1, 2017.
The Committee determined Mr. Hsus base
salary and annual cash incentive target (see below) upon his promotion to
President and Chief Operating Officer effective January 1, 2017, taking into
account market data for officers performing similar functions at our peer
companies.
2017 Annual Cash Incentive
Targets
In February 2017, the Committee also
established objectives for 2017 annual cash incentives, which will be payable in
2018. The target payment amounts and range of possible payouts for 2017 were as
follows:
|
Target Payment
Amount
|
Possible
Payout
|
Thomas J. Falk
|
170% of base salary
|
0% - 200% of target payment
amount
|
Maria G. Henry
|
100% of base salary
|
0% - 200% of target payment
amount
|
Michael D. Hsu
|
125% of base salary
|
0% - 200% of target payment
amount
|
Anthony J. Palmer
|
90%
of base salary
|
0%
- 200% of target payment amount
|
The Committee increased Ms. Henrys target
payment amount from 90 percent to 100 percent taking into account market data
for the Chief Financial Officer role.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2017
|
As discussed in 2016 Performance Goals,
Performance Assessments and Payouts above, the Committee sets the appropriate
split among the different elements of performance that make up our performance
goals. The following are the 2017 performance goals and relative weights for our
named executive officers:
ANNUAL CASH INCENTIVE PROGRAM 2017
PERFORMANCE GOALS AND WEIGHTS
The corporate key financial goals for 2017
are designed to encourage a continued focus on executing our long-term Global
Business Plan objectives and include achieving net sales, adjusted EPS and
adjusted OPROS goals.
The Committee also established other
corporate financial and non-financial goals for 2017. These goals, intended to
further align compensation with achieving our Global Business Plan,
include:
►
|
Focusing on gross profit growth,
advertising spending growth, cost savings and operating profit growth
|
|
|
►
|
Focusing on market share improvement
in global markets
|
|
|
►
|
Driving innovation
|
|
|
►
|
Diversity and
inclusion
|
In addition, goals have been established
for each named executive officer, other than our Chief Executive Officer and
Chief Operating Officer, relating to his or her business unit or specific staff
function.
Table of Contents
|
Compensation Discussion and
Analysis
Executive Compensation for
2017
|
2017 Long-Term Equity Compensation
Incentive Awards
In February 2017, the Committee approved
long-term incentive compensation awards for the named executive officers
consisting of awards of performance-based restricted share units with a value
equal to 75 percent of the target grant value for long-term equity incentive
compensation, with the balance of the value to be granted in stock options. The
performance objectives for the performance-based restricted share unit awards
granted in 2017 are based on average annual net sales growth and average
adjusted ROIC improvement for the period January 1, 2017 through December 31,
2019. The target number of performance-based restricted share units our named
executive officers will receive will be based on the fair market value of our
stock on the date of grant, which is scheduled for February 28, 2017. The actual
number of shares they will receive will range from zero to 200 percent of the
target levels established by the Committee for each executive, depending on the
degree to which the performance objectives are met.
PERFORMANCE-BASED RESTRICTED SHARE
UNITS TO BE GRANTED IN 2017
Name
|
Target
Value($)
|
Maximum
Value($)
|
Thomas J. Falk
|
7,500,000
|
15,000,000
|
Maria G. Henry
|
2,137,500
|
4,275,000
|
Michael D. Hsu
|
2,700,000
|
5,400,000
|
Anthony J. Palmer
|
1,162,500
|
2,325,000
|
In February 2017, the Committee also
approved the dollar amount of stock options to be granted to our named executive
officers in April 2017, along with our annual stock option grants to other
employees. The number of options they will receive will be based on the fair
market value of our stock on the date of grant.
Name
|
Value of Stock Options
to be Granted($)
|
Thomas J. Falk
|
2,500,000
|
Maria G. Henry
|
712,500
|
Michael D. Hsu
|
900,000
|
Anthony J. Palmer
|
387,500
|
Table of Contents
|
Compensation Discussion and
Analysis
Additional Information about
Our Compensation Practices
|
Additional
Information
about Our
Compensation
Practices
|
As a matter of sound governance, we follow
certain practices with respect to our compensation program. We regularly review
and evaluate our compensation practices in light of regulatory developments,
market standards and other considerations.
Use of Independent Compensation
Consultant
As previously discussed, the Committee
engaged Semler Brossy Consulting Group as its independent consultant to assist
it in determining the appropriate executive officer compensation in 2016 under
our compensation policies described above. Consistent with the Committees
policy in which its independent consultant may provide services only to the
Committee, Semler Brossy had no other business relationship with Kimberly-Clark
and received no payments from us other than fees and expenses for services to
the Committee. See Corporate Governance - Management Development and
Compensation Committee for information about the use of compensation
consultants.
Adjustment of Financial Measures for
Annual and Long-Term Equity Incentives
Financial measures for the annual and
long-term equity incentive programs are developed based on expectations about
our planned activities and reasonable assumptions about the performance of our
key business drivers for the applicable period. From time to time, however,
discrete items or events may arise that were not contemplated by these plans or
assumptions. These could include accounting and tax law changes, tax credits or
charges from items not within the ordinary course of our business operations,
charges relating to currency exchange rate changes, restructuring and write-off
charges, significant acquisitions or dispositions, and significant gains or
losses from litigation settlements.
Under the Committees exception guidelines
regarding our annual and long-term equity incentive program measures, the
Committee has adjusted in the past, and may adjust in the future, the
calculation of financial measures for these incentive programs to eliminate the
effect of the types of items or events described above. In making these
adjustments, the Committees policy is to seek to neutralize the impact of the
unexpected or unplanned items or events, whether positive or negative, in order
to provide consistent and equitable incentive payments that the Committee
believes are reflective of our performance. In considering whether to make a
particular adjustment under its guidelines, the Committee will review whether
the item or event was one for which management was responsible and accountable,
treatment of similar items in prior periods, the extent of the items or events
impact on the financial measure, and the items or events characteristics
relative to normal and customary business practices. Generally, the Committee
will apply an adjustment to all compensation that is subject to that financial
measure.
Pricing and Timing of Stock Option
Grants and
Timing of Performance-Based Equity Grants
Our policies and our 2011 Equity
Participation Plan (the 2011 Plan) require stock options to be granted at no
less than the closing price of our common stock on the date of grant. Stock
option grants to our elected officers, including our executive officers, are
generally made annually at a meeting of the Committee that is scheduled at least
one year in advance, and the grants are effective on the date of this meeting.
However, if the meeting occurs during the period beginning on the first day of
the final month of a calendar quarter and ending on the date of our earnings
release, the stock option grants will not be effective until the first business
day following the earnings release. Our executives are not permitted to choose
the grant date for their individual stock option grants.
Table of Contents
|
Compensation Discussion and
Analysis
Additional Information about
Our Compensation Practices
|
The Chairman of the Board and Chief
Executive Officer has been delegated the authority to approve equity grants,
including stock options, to employees who are not elected officers of
Kimberly-Clark. These grants include scheduled annual grants, which are subject
to an annual limit set by the Committee, and recruiting and special employee
recognition and retention grants, which may not exceed 200,000 shares in any
calendar year. The Chairman of the Board and Chief Executive Officer is not
permitted to make any grants to any of our elected officers, including our
executive officers.
Annual stock option grants to non-elected officers are
effective on the same date as the annual stock option grants to our elected
officers. Recruiting, special recognition and retention stock-based awards are
made on
pre-determined dates following our quarterly earnings releases. In May
2016, our Chief Executive Officer authorized an aggregate of 1.56 million
options, performance-based restricted share units and time-vested restricted
share units to employees who are not elected officers. In 2016, our Chief
Executive Officer also authorized an aggregate of 56,091 shares underlying
recruiting and retention grants, consisting of options, performance-based
restricted share units and time-vested restricted share units.
With respect to grants of
performance-based restricted share units to executive officers, the Committees
current practice is to approve the dollar value of the grants at its February
meeting and the grants are effective on the last business day of February.
(Prior to 2016, grants were effective on the date of the Committees February
meeting.) We believe this practice is consistent with award practices at other
large public companies. Our executives are not permitted to choose the grant
date for their individual restricted stock or restricted share unit
awards.
Policy on Incentive Compensation
Clawback
As described in detail above, a
significant percentage of our executive officer compensation is incentive-based.
The determination of the extent to which the incentive objectives are achieved
is based in part on the Committees discretion and in part on our published
financial results. The Committee has the right to reassess its determination of
the performance awards if the financial statements on which it relied are
restated. The Committee has the right to direct Kimberly-Clark to seek to
recover from any executive officer any amounts determined to have been
inappropriately received by the individual executive officer. In addition, under
the 2011 Plan, the Committee may require awards with performance goals under the
2011 Plan to be subject to any policy we may adopt relating to the recovery of
that award to the extent it is determined that performance goals relating to the
awards were not actually achieved. Further, the Sarbanes-Oxley Act of 2002
mandates that the chief executive officer and the chief financial officer
reimburse us for any bonus or other incentive-based or equity-based compensation
paid to them in a year following the issuance of financial statements that are
later required to be restated as a result of misconduct. The Committee intends
to review and revise the incentive compensation clawback policy once the SEC
issues final regulations on clawbacks under the Dodd-Frank legislation enacted
in 2010.
Stock Ownership
Guidelines
We strongly believe that the financial
interests of our executives should be aligned with those of our stockholders.
Accordingly, the Committee has established stock ownership guidelines for our
elected officers, including our named executive officers.
TARGET STOCK OWNERSHIP
AMOUNTS
Position
|
Ownership Level
|
Chief Executive Officer
|
Six times annual base salary
|
Other named executive officers
|
Three times annual base
salary
|
Table of Contents
|
Compensation Discussion and
Analysis
Additional Information about
Our Compensation Practices
|
Failure to attain these targeted stock
ownership levels within five years from date of hire for, or appointment to, an
eligible position can result in the reduction of part or all of the executives
annual cash incentive (with a corresponding grant of time-vested restricted
share units or restricted stock in that amount), or a reduction in future
long-term equity incentive awards, either of which may continue until the
ownership guideline is achieved. In determining whether our stock ownership
guidelines have been met, any time-vested restricted share units held are
counted as owned, but performance-based restricted share units are excluded
until they vest. Executive officer stock ownership levels were reviewed in 2016
for compliance with these guidelines. Based on our stock price as of the
compliance date for this review, the stock ownership levels specified by the
guidelines have been met or exceeded by each of our named executive
officers.
Insider Trading Policy; Anti-Hedging
and Pledging Policy
We require all executive officers to
pre-clear transactions involving our common stock (and other securities related
to our common stock) with our Legal Department.
Our insider trading policy prohibits any
director, executive officer or any other officer or employee subject to its
terms (approximately 300 people) from entering into short sales or derivative
transactions to hedge their economic exposure to our common stock. In addition,
these directors, officers and employees are prohibited from pledging our stock,
including through holding our stock in margin accounts.
Committee Exercise of Discretion to
Reduce Annual Cash Incentive Payment
In establishing performance goals and
target levels under the annual cash incentive program, the Committee is
exercising its discretion to limit the amount of the incentive payments,
consistent with our pay-for-performance objective. In the absence of this
exercise of discretion, each of the executive officers would be entitled to an
award equal to 0.3 percent of our earnings before unusual items; however, the
Committee has exercised its discretion to limit the amount of the incentive
payments each year of the program, and this potential maximum award has never
been paid to any of the executive officers.
Corporate Tax Deduction for Executive
Compensation
The United States income tax laws
generally limit the deductibility of compensation paid to the chief executive
officer and each of the three highest-paid executive officers (not including the
chief financial officer) to $1,000,000 per annum. However, an exception exists
for performance-based compensation that meets certain regulatory requirements.
Several classes of our executive compensation, including option awards and
portions of our long-term equity grants to executive officers, are designed to
meet the requirements for deductibility. Other classes of our executive
compensation, including portions of the long-term equity grants described above,
may be subject to the $1,000,000 deductibility limit.
Although deductibility of compensation is
preferred, tax deductibility is not a primary objective of our compensation
programs. In the Committees view, meeting the compensation objectives set forth
above is more important than the benefit of being able to deduct the
compensation for tax purposes.
Table of Contents
|
Compensation Discussion and Analysis
Management Development and Compensation Committee Report
|
Management Development and Compensation
Committee Report
In accordance with its written charter
adopted by the Board, the Management Development and Compensation Committee has
oversight of compensation policies designed to align elected officers
compensation with our overall business strategy, values and management
initiatives. In discharging its oversight responsibility, the Committee has
retained an independent compensation consultant to advise the Committee
regarding market and general compensation trends.
The Committee has reviewed and discussed
the Compensation Discussion and Analysis with our management, which has the
responsibility for preparing the Compensation Discussion and Analysis. Based
upon this review and discussion, the Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this proxy statement and
incorporated by reference in our Annual Report on Form 10-K filed with the SEC
for the fiscal year ended December 31, 2016.
MANAGEMENT DEVELOPMENT AND
COMPENSATION
|
COMMITTEE OF THE BOARD OF
DIRECTORS
|
|
Abelardo E. Bru,
Chairman
|
Fabian T. Garcia
|
Mae C. Jemison, M.D.
|
Marc J.
Shapiro
|
Table of
Contents
|
Compensation Discussion and Analysis
Analysis of Compensation-Related
Risks
|
Analysis of
Compensation-
Related
Risks
|
The Committee, with the assistance of its
independent consultant and Kimberly-Clarks compensation consultant, has
reviewed an assessment of our compensation programs for our employees, including
our executive officers, to analyze the risks arising from our compensation
systems.
Based on this assessment, the Committee
believes that the design of our compensation programs, including our executive
compensation program, does not encourage our executives or employees to take
excessive risks and that the risks arising from these programs are not
reasonably likely to have a material adverse effect on
Kimberly-Clark.
Several factors contributed to the
Committees conclusion, including:
►
|
The Committee believes Kimberly-Clark maintains
a values-driven, ethics-based culture supported by a strong tone at the
top.
|
|
|
►
|
The performance targets for annual cash
incentive programs are selected to ensure that they are reasonably
attainable in a manner consistent with our Global Business Plan without
encouraging executives or employees to take inappropriate risks.
|
|
|
►
|
An analysis by Kimberly-Clarks consultant
indicated that our compensation programs are consistent with those of our
peer group. In addition, the analysis noted that target levels for direct
annual compensation are comparable to the median of our peer group.
|
|
|
►
|
The Committee believes the
allocation among the components of direct annual compensation provides an
appropriate balance between annual and long-term incentives and between
fixed and performance-based compensation.
|
|
|
►
|
Annual cash incentives and
long-term performance-based restricted share unit awards under our
executive compensation program are capped at 200 percent of the target
award, and all other material non-executive cash incentive programs are
capped at reasonable levels, which the Committee believes protects against
disproportionately large incentives.
|
|
|
►
|
The Committee believes the
performance measures and the multi-year vesting features of the long-term
equity incentive compensation component encourage participants to seek
sustainable growth and value creation.
|
|
|
►
|
The Committee believes inclusion
of share-based compensation through the long-term equity incentive
compensation component encourages appropriate decision-making that is
aligned with the long-term interests of stockholders.
|
|
|
►
|
Our stock ownership guidelines
further align the interests of management and
stockholders.
|
Table of
Contents
Compensation
Tables
Summary
Compensation
The following table contains information
concerning compensation awarded to, earned by, or paid to our named executive
officers in the last three years. Additional information regarding the items
reflected in each column appears below the table and on page 69.
SUMMARY COMPENSATION
TABLE
Name
and
Principal
Position
|
Year
|
Salary($)
|
Stock
Awards($)
|
Option
Awards($)
|
Non-Equity
Incentive
Plan
Compensation($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings($)
(1)
|
All
Other
Compensation($)
|
Total
($)
|
Thomas J. Falk
Chairman of the Board
and Chief Executive
Officer
|
2016
|
1,318,750
|
7,499,938
|
2,172,360
|
2,466,388
|
1,921,772
|
302,898
|
15,682,106
|
2015
|
1,300,000
|
6,749,972
|
1,501,759
|
2,310,615
|
|
298,147
|
12,160,493
|
2014
|
1,300,000
|
6,749,976
|
1,601,556
|
2,328,677
|
3,057,191
|
357,781
|
15,395,181
|
Maria G.
Henry
(2)
Senior Vice
President
and Chief
Financial
Officer
|
2016
|
772,500
|
1,799,964
|
521,367
|
766,904
|
|
129,726
|
3,990,461
|
2015
|
511,364
|
1,649,949
|
367,098
|
712,483
|
|
205,333
|
3,446,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael D.
Hsu
(3)
President and
Chief
Operating Officer
|
2016
|
833,750
|
1,987,466
|
575,674
|
883,540
|
|
145,955
|
4,426,385
|
2015
|
805,000
|
1,800,015
|
400,471
|
890,683
|
|
112,835
|
4,009,004
|
2014
|
746,250
|
1,500,044
|
355,899
|
671,545
|
|
113,808
|
3,387,546
|
Anthony J. Palmer
President Global
Brands and Innovation
|
2016
|
655,000
|
1,818,727
|
309,565
|
644,464
|
|
108,578
|
3,536,334
|
2015
|
636,250
|
1,050,055
|
233,605
|
596,465
|
|
94,106
|
2,610,481
|
2014
|
622,500
|
1,049,965
|
249,128
|
587,070
|
|
99,397
|
2,608,060
|
Elane B.
Stock
(4)
Former
Group
President K-C
International
|
2016
|
833,750
|
1,987,466
|
575,674
|
741,019
|
|
139,452
|
4,277,361
|
2015
|
805,000
|
1,800,015
|
400,471
|
771,904
|
|
118,593
|
3,895,983
|
2014
|
718,750
|
1,500,044
|
355,899
|
752,650
|
|
89,434
|
3,416,777
|
(1)
|
For 2015, the aggregate value
of pension benefits for Mr. Falk decreased by $614,183. Because this
amount decreased, it has been excluded from the table above under the
SECs regulations. No other named executive officer participates in our
pension plans.
|
(2)
|
Ms. Henry was not a named executive officer in 2014. Therefore, no
compensation information for this year appears in this table for this
officer.
|
(3)
|
Mr. Hsu served as Group President K-C North America during 2016.
He was promoted to President and Chief Operating Officer effective January
1, 2017.
|
(4)
|
Ms. Stock served as Group President K-C International during
2016. Effective January 1, 2017, she no longer serves in such capacity as
a result of the elimination of the role from our organizational structure.
She is currently serving in a non-executive role for a transition
period.
|
Table of
Contents
|
Compensation Tables
|
Salary.
The amounts in this column represent base salary earned
during the year.
Stock Awards and Option
Awards.
The amounts in these columns reflect
the dollar value of restricted share unit awards and stock options,
respectively, granted under our stockholder-approved 2011 Plan.
The restricted share unit awards either
vest over time or are based on the achievement of performance-based
standards.
The amounts for each year represent the
grant date fair value of the awards, computed in accordance with ASC Topic 718.
See Notes 8, 8, and 10 to our audited consolidated financial statements included
in our Annual Reports on Form 10-K for 2016, 2015 and 2014, respectively, for
the assumptions we used in valuing and expensing these restricted share units
and stock option awards in accordance with ASC Topic 718.
For awards that are subject to performance
conditions, the value is based on the probable outcome of the conditions at
grant date. This value, as well as the value of the awards at the grant date
assuming the highest level of performance conditions will be achieved and using
the grant date stock price, is set forth below:
Name
|
Year
|
Stock Awards at
Grant Date Value($)
|
Stock Awards at Highest Level
of Performance
Conditions($)
|
Thomas J. Falk
|
2016
|
7,499,938
|
14,999,876
|
|
2015
|
6,749,972
|
13,499,944
|
|
2014
|
6,749,976
|
13,499,952
|
Maria G. Henry
|
2016
|
1,799,964
|
3,599,928
|
|
2015
|
1,649,949
|
3,299,898
|
Michael D. Hsu
|
2016
|
1,987,466
|
3,974,932
|
|
2015
|
1,800,015
|
3,600,030
|
|
2014
|
1,500,044
|
3,000,088
|
Anthony J. Palmer
|
2016
|
1,068,721
|
2,137,442
|
|
2015
|
1,050,055
|
2,100,110
|
|
2014
|
1,049,965
|
2,099,930
|
Elane B. Stock
|
2016
|
1,987,466
|
3,974,932
|
|
2015
|
1,800,015
|
3,600,030
|
|
2014
|
1,500,044
|
3,000,088
|
Non-Equity Incentive Plan
Compensation.
The amounts in this column are
the annual cash incentive payments described in Compensation Discussion and
Analysis. These amounts were earned during the years indicated and were paid to
our named executive officers in February of the following
year.
Table of
Contents
|
Compensation Tables
|
Change In Pension Value
and Nonqualified Deferred Compensation Earnings.
The amounts in this column reflect the aggregate change during the year
in actuarial present value of accumulated benefits under all defined benefit and
actuarial plans (including supplemental pension plans). With respect to the
supplemental pension plans, amounts have been calculated to reflect an
approximate 30-year Treasury bond rate to determine the amount of the earlier
retirement age lump sum benefit in a manner consistent with our financial
statements. We describe the assumptions we used in determining the amounts and
provide additional information about these plans in Pension Benefits.
Mr. Falk
has compensation from before 2005 that he elected to defer pursuant to a
Deferred Compensation Plan then in effect. Beginning in 2010, each of our named
executive officers participates in the Supplemental 401(k) Plan, a non-qualified
defined contribution plan. Earnings on each of these plans are not included in
the Summary Compensation Table because the earnings were not above-market or
preferential. See Nonqualified Deferred Compensation for a discussion of these
plans and each named executive officers earnings under these plans in
2016.
All Other
Compensation.
All other compensation consists
of the following:
Name
|
Year
|
Perquisites
($)
(1)
|
Defined Contribution
Plan Amounts ($)
(2)
|
Tax
Gross-Ups
(3)
|
Total
($)
(4)
|
Thomas J. Falk
|
2016
|
12,549
|
290,349
|
|
302,898
|
|
2015
|
40,511
|
257,636
|
|
298,147
|
|
2014
|
63,196
|
294,585
|
|
357,781
|
Maria G. Henry
|
2016
|
10,927
|
118,799
|
|
129,726
|
|
2015
|
148,326
|
36,207
|
20,800
|
205,333
|
Michael D. Hsu
|
2016
|
8,000
|
137,955
|
|
145,955
|
|
2015
|
8,000
|
104,835
|
|
112,835
|
|
2014
|
13,128
|
100,680
|
|
113,808
|
Anthony J. Palmer
|
2016
|
8,000
|
100,578
|
|
108,578
|
|
2015
|
7,250
|
86,856
|
|
94,106
|
|
2014
|
7,300
|
92,097
|
|
99,397
|
Elane B. Stock
|
2016
|
11,000
|
128,452
|
|
139,452
|
|
2015
|
8,000
|
110,593
|
|
118,593
|
|
2014
|
8,000
|
81,434
|
|
89,434
|
Table of
Contents
|
Compensation
Tables
|
(1)
|
Perquisites.
For a description of the perquisites we provide
executive officers, and the reasons why, see Compensation Discussion and
Analysis Benefits and Other Compensation Other Compensation.
Perquisites for our named executive officers in 2016 included the
following:
|
|
Name
|
Executive
Financial
Counseling
Program($)
(a)
|
Personal
Use
of Corporate
Aircraft($)
|
Security
Services($)
|
Executive
Health
Screening
Program($)
|
Total($)
|
|
Thomas J.
Falk
|
|
8,336
|
3,613
|
600
|
12,549
|
|
Maria G.
Henry
|
10,927
|
|
|
|
10,927
|
|
Michael D.
Hsu
|
8,000
|
|
|
|
8,000
|
|
Anthony J.
Palmer
|
8,000
|
|
|
|
8,000
|
|
Elane B. Stock
|
8,000
|
|
|
3,000
|
11,000
|
|
(a)
|
Our Chief Executive Officer does not receive personal
financial counseling under this
program.
|
(2)
|
Defined Contribution
Plan Amounts.
Matching contributions
were made under the 401(k) Profit Sharing Plan and accrued under the
Supplemental 401(k) Plan in 2016, 2015 and 2014 for all named executive
officers, as applicable. A profit-sharing contribution was also made under
the 401(k) Profit Sharing Plan and the Supplemental 401(k) Plan in early
2017, 2016 and 2015 with respect to our performance in 2016, 2015 and
2014, respectively, for the named executive officers as
follows:
|
|
Name
|
Performance
Year
|
Profit Sharing Contribution($)
|
|
Thomas J.
Falk
|
2016
|
145,175
|
|
|
2015
|
112,489
|
|
|
2014
|
126,251
|
|
Maria G.
Henry
|
2016
|
59,399
|
|
|
2015
|
15,852
|
|
Michael D.
Hsu
|
2016
|
68,977
|
|
|
2015
|
45,773
|
|
|
2014
|
43,148
|
|
Anthony J.
Palmer
|
2016
|
50,289
|
|
|
2015
|
37,923
|
|
|
2014
|
39,470
|
|
Elane B.
Stock
|
2016
|
64,226
|
|
|
2015
|
48,287
|
|
|
2014
|
34,900
|
|
See Nonqualified Deferred
Compensation for a discussion of these plans. The profit sharing
contribution varies depending on our performance for the applicable year,
contributing to fluctuations from year to year in the amounts in the All
Other Compensation column.
|
(3)
|
Tax Gross Ups.
The amount shown for Ms. Henry reflects tax
reimbursement for moving and related expenses incurred for a relocation in
connection with joining the company.
|
(4)
|
Certain Dividends.
Dividend equivalents on unvested
performance-based and time-vested restricted share units are accumulated
and will be paid in additional shares after the restricted share units
vest, based on the actual number of shares that vest. See Outstanding
Equity Awards for information on these reinvested dividend equivalents.
In connection with the Halyard Health spin-off on October 31, 2014,
performance-based restricted share units and time-vested restricted share
units (and the dividend equivalents credited to these restricted share
units equal to cash dividends on our Common Stock as described above) were
credited with reinvested dividend equivalents equal to the value of the
Halyard Health stock dividend distributed on our common stock to maintain
the value of the awards before and after the spin-off.
|
|
Table of
Contents
|
Compensation
Tables
|
Grants of Plan-Based Awards
The following table sets forth plan-based
awards granted to our named executive officers during 2016 on a grant-by-grant
basis.
GRANTS OF PLAN-BASED AWARDS IN 2016
|
|
|
Estimated Future
Payouts
Under Non-Equity
Incentive Plan
Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan
Awards
(2)
|
|
|
|
|
Name
|
Grant
Type
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All Other
Stock
Awards:
Number of
Shares of
Stock
or
Units
(#)
(3)
|
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
(4)
|
Exercise
or
Base
Price of
Option
Awards
($/Sh)
|
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
(5)
|
Thomas J.
|
Annual cash
|
|
|
2,252,500
|
4,505,000
|
|
|
|
|
|
|
|
Falk
|
incentive award
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
2/29/2016
|
|
|
|
|
57,559
|
115,118
|
|
|
|
7,499,938
|
|
based RSU
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
5/3/2016
|
|
|
|
|
|
|
|
198,208
|
126.13
|
2,172,360
|
|
stock option
|
|
|
|
|
|
|
|
|
|
|
|
Maria G.
|
Annual cash
|
|
|
702,000
|
1,404,000
|
|
|
|
|
|
|
|
Henry
|
incentive award
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
2/29/2016
|
|
|
|
|
13,814
|
27,628
|
|
|
|
1,799,964
|
|
based RSU
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
5/3/2016
|
|
|
|
|
|
|
|
47,570
|
126.13
|
521,367
|
|
stock option
|
|
|
|
|
|
|
|
|
|
|
|
Michael D.
|
Annual cash
|
|
|
756,000
|
1,512,000
|
|
|
|
|
|
|
|
Hsu
|
incentive award
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
2/29/2016
|
|
|
|
|
15,253
|
30,506
|
|
|
|
1,987,466
|
|
based RSU
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
5/3/2016
|
|
|
|
|
|
|
|
52,525
|
126.13
|
575,674
|
|
stock option
|
|
|
|
|
|
|
|
|
|
|
|
Anthony J.
|
Annual cash
|
|
|
594,000
|
1,188,000
|
|
|
|
|
|
|
|
Palmer
|
incentive award
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
2/29/2016
|
|
|
|
|
8,202
|
16,404
|
|
|
|
1,068,721
|
|
based RSU
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
5/3/2016
|
|
|
|
|
|
|
|
28,245
|
126.13
|
309,565
|
|
stock option
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
2/29/2016
|
|
|
|
|
|
|
5,756
|
|
|
750,006
|
|
RSU
|
|
|
|
|
|
|
|
|
|
|
|
Elane B.
|
Annual cash
|
|
|
756,000
|
1,512,000
|
|
|
|
|
|
|
|
Stock
|
incentive award
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
|
2/29/2016
|
|
|
|
|
15,253
|
30,506
|
|
|
|
1,987,466
|
|
based RSU
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vested
|
5/3/2016
|
|
|
|
|
|
|
|
52,525
|
126.13
|
575,674
|
|
stock option
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the potential
annual performance-based incentive cash payments each named executive
officer could earn in 2016. These awards were granted under our Executive
Officer Achievement Award Program, which is our annual cash incentive
program for executive officers, which was approved by stockholders in
2002. Actual amounts earned in 2016 were based on the 2016 objectives
established by the Management Development and Compensation Committee at
its February 10, 2016 meeting. See Compensation Discussion and Analysis
Executive Compensation for 2016 Annual Cash Incentive Program. At the
time of the grant, the incentive payment could range from the threshold
amount to the maximum amount depending on the extent to which the 2016
objectives were met. The actual amounts paid in 2017 based on the 2016
objectives are set forth in the Summary Compensation Table under the
column entitled Non-Equity Incentive Plan Compensation.
|
(2)
|
Performance-based restricted
share units granted under the 2011 Plan to our named executive officers on
February 29, 2016. The number of performance-based restricted share units
granted in 2016 that will ultimately vest on the third anniversary of the
grant date could range from the threshold number to the maximum number
depending on the extent to which the average annual net sales growth and
average adjusted ROIC performance objectives for those awards are met. See
Compensation Discussion and Analysis Long-Term Equity Incentive
Compensation 2016 Grants.
|
Table of
Contents
|
Compensation
Tables
|
(3)
|
Time-vested restricted stock
units granted under the 2011 Plan to Mr. Palmer on February 29,
2016.
|
(4)
|
Time-vested stock options
granted under the 2011 Plan to our named executive officers on May 3,
2016.
|
(5)
|
Grant date fair value is
determined in accordance with ASC Topic 718 and, for performance-based
restricted share units, is the value at grant date based on the probable
outcome of the performance condition and is consistent with the estimate
of aggregate compensation cost to be recognized over the service period
determined as of the grant date, excluding the effect of estimated
forfeitures. See Notes 8, 8 and 10 to our audited consolidated financial
statements included in our Annual Reports on Form 10-K for 2016, 2015 and
2014, respectively, for the assumptions used in valuing and expensing
these restricted share units and stock option awards in accordance with
ASC Topic 718.
|
Discussion of Summary Compensation and
Plan-Based Awards Tables
Our executive compensation policies and
practices, pursuant to which the compensation set forth in the Summary
Compensation Table and the Grants of Plan-Based Awards in 2016 table was paid or
awarded, are described under Compensation Discussion and Analysis.
Other than the executive severance plans
described below, none of our named executive officers has an employment
agreement with us. See Potential Payments on Termination or Change of Control.
Executive officers may receive long-term
equity incentive awards of stock options, restricted stock or restricted share
units, or a combination of stock options, restricted stock and restricted share
units under the 2011 Plan, which was approved by stockholders in 2011. The 2011
Plan provides the Committee with discretion to require performance-based
standards to be met before awards vest. The Committee awarded time-vested
restricted share units to Mr. Palmer in 2016 for retention purposes which vest
on the third anniversary of the date of grant. In 2016, each named executive
officer received grants of stock options and performance-based restricted share
units under the 2011 Plan.
For grants of stock options, the 2011 Plan
provides that the option price per share shall be no less than the closing price
per share of our common stock at the grant date. The term of any option is no
more than ten years from the grant date. Options granted in 2016 become
exercisable in three annual installments of 30 percent, 30 percent and 40
percent, beginning on the first anniversary of the grant date; however, all of
the options become exercisable for the earlier of three years or the remaining
term of the options upon death or total and permanent disability, and for the
earlier of five years or the remaining term of the options, upon retirement of
the officer. In addition, options generally become exercisable upon a
termination of employment following a change of control, and certain options
granted to our named executive officers are subject to our Executive Severance
Plan. See Potential Payments on Termination or Change of Control. The officers
may transfer the options to family members or certain entities in which family
members have interests.
Performance-based restricted share unit
awards granted in 2016 vest three years following the grant date in a range from
zero to 200 percent of the target levels. Awards that vest, if any, are based on
our average annual net sales growth and average adjusted ROIC performance during
the three years. As of February 7, 2017, the performance-based restricted share
units granted in 2016 and 2015 were on pace to vest at the following levels: 117
percent for the 2016 award and 100
percent for the 2015 award. The Committee has
determined that the 2014 award vested at 100
percent.
Dividend equivalents on unvested
performance-based restricted share units equal to cash dividends on our common
stock are accumulated and will be paid in additional shares after the
performance-based restricted share units vest, based on the actual number of
shares that vest, if any. Dividend equivalents on the time-vested restricted
share units granted to Mr. Palmer in 2016 will be accumulated and paid in
additional shares when the time-vested restricted share units
vest.
Table of
Contents
|
Compensation
Tables
|
Outstanding Equity
Awards
The following table sets forth information
concerning outstanding equity awards for our named executive officers as of
December 31, 2016. Option awards were granted for ten-year terms, ending on the
option expiration date set forth in the table. Stock awards were granted as
indicated in the footnotes to the table. Where applicable, the numbers of shares
subject to option awards and option exercise prices in this table and throughout
this proxy statement reflect adjustments for the Halyard Health spin-off on
October 31, 2014.
OUTSTANDING EQUITY AWARDS AS OF
DECEMBER 31, 2016
(1)
|
|
Option
Awards
(2)
|
Stock Awards
|
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
|
Option
Exercise
Price($)
(3)
|
Option
Expiration
Date
|
Number
of
Shares
or Units of
Stock That
Have Not
Vested(#)
(4)(5)
|
Market
Value
of
Shares
or Units of
Stock That
Have Not
Vested($)
(6)
|
Equity
Incentive
Plan Awards:
Number
of
Unearned
Shares, Units
or Other
Rights That
Have
Not
Vested(#)
(4)(7)
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value
of Unearned
Shares, Units
or Other
Rights That
Have
Not
Vested($)
(6)
|
Thomas J.
Falk
|
|
|
|
|
|
|
|
|
|
|
5/3/2016
|
|
198,208
|
126.13
|
5/3/2026
|
|
|
|
|
|
2/29/2016
|
|
|
|
|
|
|
117,541
|
13,413,779
|
|
4/29/2015
|
60,964
|
142,251
|
110.72
|
4/29/2025
|
|
|
|
|
|
2/17/2015
|
|
|
|
|
|
|
63,900
|
7,292,268
|
|
4/30/2014
|
|
83,717
|
107.51
|
4/30/2024
|
|
|
|
|
|
2/25/2014
|
|
|
|
|
|
|
69,486
|
7,929,742
|
Maria G.
Henry
|
|
|
|
|
|
|
|
|
|
|
5/3/2016
|
|
47,570
|
126.13
|
5/3/2026
|
|
|
|
|
|
2/29/2016
|
|
|
|
|
|
|
28,209
|
3,219,211
|
|
4/29/2015
|
14,902
|
34,773
|
110.72
|
4/29/2025
|
|
|
|
|
|
4/29/2015
|
|
|
|
|
|
|
15,569
|
1,776,734
|
Michael D.
Hsu
|
|
|
|
|
|
|
|
|
|
|
5/3/2016
|
|
52,525
|
126.13
|
5/3/2026
|
|
|
|
|
|
2/29/2016
|
|
|
|
|
|
|
31,148
|
3,554,610
|
|
4/29/2015
|
16,257
|
37,934
|
110.72
|
4/29/2025
|
|
|
|
|
|
2/17/2015
|
|
|
|
|
|
|
17,040
|
1,944,605
|
|
4/30/2014
|
27,903
|
18,605
|
107.51
|
4/30/2024
|
|
|
|
|
|
2/25/2014
|
|
|
|
|
|
|
15,442
|
1,762,241
|
|
5/1/2013
|
41,698
|
|
98.92
|
5/1/2023
|
|
|
|
|
Anthony J.
Palmer
|
|
|
|
|
|
|
|
|
|
|
5/3/2016
|
|
28,245
|
126.13
|
5/3/2026
|
|
|
|
|
|
2/29/2016
|
|
|
|
|
|
|
16,749
|
1,911,396
|
|
2/29/2016
|
|
|
|
|
5,877
|
670,683
|
|
|
|
4/29/2015
|
9,483
|
22,128
|
110.72
|
4/29/2025
|
|
|
|
|
|
2/17/2015
|
|
|
|
|
|
|
9,941
|
1,134,467
|
|
4/30/2014
|
19,533
|
13,023
|
107.51
|
4/30/2024
|
|
|
|
|
|
2/25/2014
|
|
|
|
|
|
|
10,809
|
1,233,523
|
|
5/1/2013
|
30,325
|
|
98.92
|
5/1/2023
|
|
|
|
|
Elane B.
Stock
|
|
|
|
|
|
|
|
|
|
|
5/3/2016
|
|
52,525
|
126.13
|
5/3/2026
|
|
|
|
|
|
2/29/2016
|
|
|
|
|
|
|
31,148
|
3,554,610
|
|
4/29/2015
|
16,257
|
37,934
|
110.72
|
4/29/2025
|
|
|
|
|
|
2/17/2015
|
|
|
|
|
|
|
17,040
|
1,944,605
|
|
4/30/2014
|
27,903
|
18,605
|
107.51
|
4/30/2024
|
|
|
|
|
|
2/25/2014
|
|
|
|
|
|
|
15,442
|
1,762,241
|
|
5/1/2013
|
25,272
|
|
98.92
|
5/1/2023
|
|
|
|
|
|
5/2/2012
|
11,168
|
|
75.22
|
5/2/2022
|
|
|
|
|
|
4/26/2011
|
6,767
|
|
62.07
|
4/26/2021
|
|
|
|
|
Table of
Contents
|
Compensation
Tables
|
(1)
|
The amounts shown
reflect outstanding equity awards granted under the 2011 Plan. Under the
2011 Plan, an executive officer may receive awards of stock options,
restricted stock or restricted share units, or a combination of stock
options, restricted stock and restricted share units.
|
(2)
|
Stock options granted under the 2011 Plan become
exercisable in three annual installments of 30 percent, 30 percent and 40
percent, beginning on the first anniversary of the grant date; however,
all of the options become exercisable for three years upon death or total
and permanent disability and for the earlier of five years or the
remaining term of the options, upon retirement of the officer. In
addition, options generally become exercisable upon a termination of
employment following a change of control, and certain options granted to
our named executive officers are subject to our Executive Severance Plan.
See Potential Payments on Termination or Change of Control. The officers
may transfer the options to family members or certain entities in which
family members have interests.
|
|
In connection with the Halyard Health spin-off on
October 31, 2014 the numbers of stock options were increased and the
exercise prices were decreased to maintain the fair value of outstanding
options immediately before and after the spin-off. Specifically, for each
stock option held by a Kimberly-Clark employee, officer, or director, the
exercise price was divided by 1.044134 (the Adjustment Ratio) and the
number of shares subject to the outstanding stock option was multiplied by
the Adjustment Ratio, with fractional shares rounded down to the nearest
whole share. No incremental fair value was generated as a result of the
adjustments.
|
(3)
|
The 2011 Plan provides that the option price per share
shall be no less than the closing price per share of our common stock at
grant date.
|
(4)
|
In connection with the Halyard Health spin-off on
October 31, 2014, performance-based restricted share units and time-vested
restricted share units (and the dividend equivalents credited to these
restricted share units equal to cash dividends on our Common Stock as
described in footnotes 5 and 6 below) were credited with reinvested
dividend equivalents equal to the value of the Halyard Health stock
dividend distributed on our common stock (approximately $4.69 per share)
to maintain the value of the awards before and after the
spin-off.
|
(5)
|
The amount shown represents an award of time-vested
restricted share units to Mr. Palmer on February 29, 2016. Subject to
accelerated vesting as described in Potential Payments on Termination or
Change of Control, the time-vested restricted share unit award vests on
the third anniversary of the grant date. Dividend equivalents on these
time-vested restricted share units equal to cash dividends on our Common
Stock will be accumulated and paid in additional shares when the
time-vested restricted share units vest. The units listed include 121
dividend equivalents.
|
(6)
|
The values shown in this column are based on the closing
price of our common stock on December 31, 2016 of $114.12 per
share.
|
(7)
|
The amounts shown represent awards of performance-based
restricted share units granted to our named executive officers in February
2014, 2015 and 2016. Subject to accelerated vesting as described in
Potential Payments on Termination or Change of Control,
performance-based restricted share unit awards granted in 2014, 2015 and
2016 vest on February 25, 2017, February 17, 2018 and February 28, 2019,
respectively, in a range from zero to 200 percent of the target levels
indicated based on the achievement of specific performance goals. Based on
the current vesting pace of these awards, the amounts shown represent the
target level for the 2014 and 2015 grants and the maximum level for the
2016 grant. See Discussion of Summary Compensation and Plan-Based Awards
Tables. The units listed include the following amounts of dividend
equivalents on performance-based restricted share units granted to our
named executive officers (a) equal to cash dividends on our Common Stock
based on the target level for the 2014 and 2015 awards and on the maximum
level for the 2016 award and (b) with respect to the 2014 award, equal to
the value of the stock dividend in connection with the Halyard Health
spin-off based on the target level.
|
|
Name
|
|
Year
|
|
Dividend Equivalents
|
|
Thomas J. Falk
|
|
2016
|
|
1,211
|
|
|
|
2015
|
|
3,237
|
|
|
|
2014
|
|
8,117
|
|
Maria G. Henry
|
|
2016
|
|
291
|
|
|
|
2015
|
|
667
|
|
Michael D. Hsu
|
|
2016
|
|
321
|
|
|
|
2015
|
|
863
|
|
|
|
2014
|
|
1,804
|
|
Anthony J. Palmer
|
|
2016
|
|
173
|
|
|
|
2015
|
|
504
|
|
|
|
2014
|
|
1,263
|
|
Elane B. Stock
|
|
2016
|
|
321
|
|
|
|
2015
|
|
863
|
|
|
|
2014
|
|
1,804
|
Table of
Contents
|
Compensation
Tables
|
Option
Exercises and Stock Vested
The following table sets forth information
concerning stock options exercised and stock awards vested during 2016 for our
named executive officers.
OPTION EXERCISES AND
STOCK VESTED IN 2016
|
Option Awards
|
Stock Awards
|
Name
|
Number of
Shares
Acquired
on Exercise(#)
|
Value
Realized
on
Exercise($)
(1)
|
Number of
Shares
Acquired
on Vesting(#)
|
Value
Realized
on
Vesting($)
(2)
|
Thomas J. Falk
|
206,445
|
6,039,066
|
74,936
|
9,773,902
|
Maria G. Henry
|
|
|
|
|
Michael D. Hsu
|
|
|
15,455
|
2,015,796
|
Anthony J. Palmer
|
22,600
|
1,201,839
|
11,240
|
1,466,033
|
Elane B. Stock
|
|
|
12,489
|
1,628,971
|
(1)
|
The dollar amount reflects the
total pre-tax value realized by our named executive officers (number of
shares exercised times the difference between the fair market value on the
exercise date and the exercise price). It is not the grant date fair value
disclosed in other locations in this proxy statement. Value from these
option exercises was only realized to the extent our stock price increased
relative to the stock price at grant (the exercise
price).
|
(2)
|
The dollar amount reflects the total pre-tax value received by our
named executive officers upon the vesting of time-vested restricted share
units or performance-based restricted share units (number of shares vested
times the closing price of our common stock on the vesting date),
including cash paid in lieu of fractional shares. It is not the grant date
fair value disclosed in other locations in this proxy
statement.
|
Pension
Benefits
The following table sets forth information
as of December 31, 2016 concerning potential payments to our named executive
officers under our pension plan and supplemental pension plans.
Information about these plans follows the
table.
2016 PENSION
BENEFITS
Name
(1)
|
Plan Name
|
Number of
Years
Credited Service(#)
(3)
|
Present Value
of
Accumulated Benefit($)
|
Thomas J. Falk
(2)
|
Pension Plan
|
26.5
|
1,160,989
|
|
Supplemental
Pension Plans
|
26.5
|
19,594,969
|
(1)
|
Each named executive officer
other than Mr. Falk joined Kimberly-Clark after January 1, 1997 and
therefore is not eligible to participate in our defined benefit pension
plans.
|
(2)
|
Mr. Falk is currently eligible for early retirement under the plans
and would be eligible to receive the early retirement benefit described in
the table below.
|
(3)
|
Mr. Falk has 33.4 years of actual service. Beginning in 2010, the
number of years of credited service was frozen at the amounts set forth in
the table, as a result of our ceasing to accrue compensation and benefit
service under the plans.
|
Employees who joined Kimberly-Clark prior
to January 1, 1997 are eligible to participate in our pension plans, which
provide benefits based on years of service as of December 31, 2009 and pay
(annual cash compensation), integrated with social security benefits. Our
pension plans are comprised of the Kimberly-Clark Pension Plan and the
Supplemental Benefit Plans. We stopped accruing compensation and benefit service
for participants under our pension plans for most of our U.S. employees,
including our named executive officers, for plan years after 2009. These changes
do not affect benefits earned by participants prior to January 1,
2010.
Table of
Contents
|
Compensation
Tables
|
The following is an overview of these
plans.
|
Pension
Plan
|
Supplemental Pension Plans
|
Reason for Plan
|
Provide eligible participants with a
competitive level of retirement benefits based on pay and years of
service.
|
Provide eligible participants with
benefits as are necessary to fulfill the intent of the pension plan
without regard to limitations imposed by the Internal Revenue
Code.
|
Eligible Participants
|
Salaried employees who joined
Kimberly-Clark prior to January 1, 1997.
|
Salaried employees impacted by
limitations imposed by the Internal Revenue Code on payments under the
pension plan.
|
Payment Form
|
Normal benefit:
►
Single-life annuity payable monthly
Other optional forms of benefit
are available, including a joint and survivor and a lump sum
benefit.
|
Accrued benefits prior to 2005:
►
Monthly payments or a lump sum after age 55
Accrued benefits for 2005 and after:
►
Lump sum six months after termination of
employment
|
Retirement Eligibility
|
Full unreduced benefit:
►
Normal retirement age of 65
►
Age 62 with 10 years of service
►
Age 60 with 30 years of service
►
Disability retirement
Early retirement benefit:
►
Age 55 with five years of service. The amount of the benefit is
reduced according to the number of years the participant retires before
the age the participant is eligible for a full, unreduced benefit. The
amount of the reduction is based on age and years of vesting
service.
|
Same
|
Benefits Payable
|
Service and earnings frozen as of
December 31, 2009. Benefit depends on the participants years of service
under our plan and monthly average earnings over the last 60 months of
service or, if higher, the monthly average earnings for the five calendar
years in his or her last fifteen years of service for which earnings were
the highest.
|
Same
|
Benefit Formula for
Salaried
Employees
(As of December 31,
2009) (Payable in
the form of a
single
life annuity)
|
Unreduced monthly benefit = 1/12 of
((1.125% x final average annual earnings (up to 2/3 of the Social Security
Taxable Wage Base)) + (1.425% x final average annual earnings (in excess
of 2/3 of the Social Security Taxable Wage Base up to Taxable Wage Base))
+ (1.5% x final average annual earnings (over the Social Security Taxable
Wage Base))) multiplied by the years of credited service
|
Same
|
Table of
Contents
|
Compensation
Tables
|
|
Pension Plan
|
Supplemental Pension
Plans
|
Pensionable Earnings
|
Annual cash compensation. Long-term
equity compensation is not included.
|
Same
|
Change of control or
reduction in
our long-
term credit rating (below
investment grade)
|
Not applicable
|
Participants have the option of
receiving the present value of their accrued benefits prior to 2005 in the
supplemental pension plans in a lump sum, reduced by 10 percent and 5
percent for active and former employees,
respectively.
|
The estimated actuarial present value of
the retirement benefits accrued through December 31, 2016 appears in the 2016
Pension Benefits table. For purposes of determining the present value of
accumulated benefits, we have used the potential earlier retirement ages as
described above rather than the normal retirement age under the plans, which is
65. For a discussion of how we value these obligations and the assumptions we
use in that valuation, see Note 9 to our audited consolidated financial
statements included in our 2016 Annual Report on Form 10-K. The calculation of
actuarial present value generally is consistent with the methodology and
assumptions outlined in our audited consolidated financial statements, except
that benefits are reflected as payable as of the date the executive is first
entitled to full unreduced benefits (as opposed to the assumed retirement date)
and without consideration of pre-retirement mortality. Present values for the
qualified plan are based on the RP-2014 annuitant table, as adjusted for company
experience and generational improvements, and for the supplemental plans were
calculated using the 2017 417(e) mortality table adjusted for mortality
improvement to the assumed retirement age. With respect to the supplemental
pension plans, the amount of the earlier retirement age lump sum benefit was
determined using an approximate 30-year Treasury Bond rate of 2.77%, consistent
with the methodology used for purposes of our consolidated financial statements;
any actual lump sum benefit would be calculated using the 30-year Treasury Bond
rate in effect as of the beginning of the month prior to termination. Present
value amounts were determined as of December 31, 2016 based on the financial
accounting discount rates for United States pension plans of 4.25% and 4.17% for
the qualified plan and the supplemental plans, respectively.
The actuarial increase in 2016 of the
projected retirement benefits can be found in footnote 1 to the Summary
Compensation Table under the heading Change in Pension Value and Nonqualified
Deferred Compensation Earnings. No payments were made to our named executive
officers under our pension plans during 2016.
While the supplemental pension plans
remain unfunded, in 1994 the Board approved the establishment of a trust and
authorized us to make contributions to this trust in order to provide a source
of funds to assist us in meeting our liabilities under our supplemental defined
benefit plans. For additional information regarding these plans, see
Compensation Discussion and Analysis Benefits and Other Compensation
Retirement Benefits.
Table of
Contents
|
Compensation
Tables
|
Nonqualified Deferred Compensation
The following table sets forth information
concerning nonqualified defined contribution and deferred compensation plans for
our named executive officers during 2016.
2016 NONQUALIFIED
DEFERRED COMPENSATION
Name
|
Plan
|
Company
Contributions
in
2016($)
(1)
|
Aggregate
Earnings
in
2016($)
(2)
|
Aggregate
WIthdrawals/
DIstributions($)
|
Aggregate
Balance
at
December 31,
2016($)
(3)
|
Thomas J. Falk
|
Supplemental
401(k)
Plan
|
269,149
|
177,445
|
|
2,134,120
|
|
Deferred
Compensation
Plan
|
|
140,614
|
|
2,510,954
|
Maria G. Henry
|
Supplemental
401(k)
Plan
|
97,599
|
4,676
|
|
119,716
|
|
Deferred
Compensation
Plan
|
|
|
|
|
Michael D. Hsu
|
Supplemental
401(k)
Plan
|
116,755
|
22,344
|
|
346,378
|
|
Deferred
Compensation
Plan
|
|
|
|
|
Anthony J.
Palmer
|
Supplemental
401(k)
Plan
|
79,378
|
(44,444)
|
|
845,878
|
|
Deferred
Compensation
Plan
|
|
|
|
|
Elane B. Stock
|
Supplemental
401(k)
Plan
|
107,252
|
19,916
|
|
399,099
|
|
Deferred
Compensation
Plan
|
|
|
|
|
(1)
|
Contributions consist solely of amounts accrued by Kimberly-Clark
under the Supplemental 401(k) Plan, including the profit-sharing
contribution in February 2017 with respect to our performance in 2016.
These amounts are included in the Summary Compensation Table and represent
a portion of the Defined Contribution Plan Payments included in All Other
Compensation.
|
(2)
|
The amounts in this column show the changes in the aggregate
account balance for our named executive officers during 2016 that are not
attributable to company contributions. Aggregate earnings are not included
in the Summary Compensation Table because the earnings are not
above-market or preferential.
|
Table of
Contents
|
Compensation
Tables
|
(3)
|
Balance for the Supplemental
401(k) Plan includes the profit-sharing contribution made in early 2017
with respect to our performance in 2016, as well as the following
contributions by Kimberly-Clark under the Supplemental 401(k) Plan in 2015
and 2014 that are reported in the Summary Compensation Table as a portion
of All Other Compensation for those
years:
|
|
Name
|
Year
|
Accrued Amount($)
|
|
Thomas J. Falk
|
2015
|
238,821
|
|
|
2014
|
276,385
|
|
Maria G. Henry
|
2015
|
17,492
|
|
Michael D. Hsu
|
2015
|
86,020
|
|
|
2014
|
82,480
|
|
Anthony J. Palmer
|
2015
|
68,041
|
|
|
2014
|
73,897
|
|
Elane B. Stock
|
2015
|
91,778
|
|
|
2014
|
63,234
|
In addition to amounts shown in the table
that reflect participation in the Supplemental 401(k) Plan, amounts shown for
Mr. Falk represent compensation deferred in prior years under our Deferred
Compensation Plan and accumulated earnings. Effective in 2005, no further
amounts may be deferred under this plan. Participants in the Deferred
Compensation Plan may elect to have deferrals credited with yields equal to
those earned on any of a subset of funds available in the 401(k) Profit Sharing
Plan. Generally, benefits are payable under the Deferred Compensation Plan in
accordance with the participants election in a lump sum or in quarterly
installments over a period between two and 20 years. If a participant ceases
employment (other than as a result of a total and permanent disability or death
or on or after age 55 with five or more years of service), the account balance
is paid in a lump sum. In the event of a change of control or a reduction in our
long-term credit rating (below investment grade), currently-employed
participants have the option to elect an immediate lump-sum payment of their
account balance, less a 10 percent penalty.
Table of
Contents
|
Compensation
Tables
|
Overview of 401(k) Profit Sharing Plan
and Supplemental 401(k) Plan.
|
401(k) Profit Sharing Plan
|
Supplemental 401(k)
Plan
|
Purpose
|
To assist employees in saving for
retirement, as well as to provide a discretionary profit sharing
contribution in which contributions will be based on our profit
performance.
|
To provide benefits to the extent
necessary to fulfill the intent of the 401(k) Profit Sharing Plan without
regard to the limitations imposed by the Internal Revenue Code on
qualified defined contribution plans.
|
Eligible participants
|
Most U.S. employees.
|
Salaried employees impacted by
limitations imposed by the Internal Revenue Code on the 401(k) Profit
Sharing Plan.
|
Is the plan qualified under
the
Internal Revenue Code?
|
Yes.
|
No.
|
Can employees
make
contributions?
|
Yes.
|
No.
|
Do we make
contributions or
match
employee contributions?
|
We match 100% of employee
contributions, to a yearly maximum of 4% of eligible compensation. In
addition, we may make a discretionary profit sharing contribution of 0% to
8% of eligible compensation based on our profit performance.
|
We provide credit to the extent our
contributions to the 401(k) Profit Sharing Plan are limited by the
Internal Revenue Code.
|
When do account
balances
vest?
|
Account balances under these plans
generally vest once the participant completes at least two years of
service.
|
Same.
|
How are account
balances
invested?
|
Account balances are invested in
certain designated investment options selected by the
participant.
|
Account balances are credited with
earnings and losses as if these account balances were invested in certain
designated investment options selected by the
participant.
|
When are account
balances
distributed?
|
Distributions of the participants
vested account balance are only available after termination of employment.
Loans, hardship and certain other withdrawals are allowed prior to
termination of employment for certain vested amounts under the 401(k)
Profit Sharing Plan.
|
Distributions of the participants
vested account balance are payable after termination of
employment.
|
Table of
Contents
|
Compensation
Tables
|
While the Supplemental 401(k) Plan remains
unfunded, in 1996 the Board amended a previously established trust and
authorized us to make contributions to this trust in order to provide a source
of funds to assist us in meeting our liabilities under our supplemental defined
contribution plans.
Potential Payments on Termination or
Change of Control
Our named executive officers are eligible
to receive certain benefits in the event of termination of employment, including
following a change of control. This section describes various termination
scenarios as well as the payments and benefits payable under those
scenarios.
Severance Benefits
We maintain two severance plans that cover our executive
officers, depending on the circumstances that result in their termination. Those
plans include the Executive Severance Plan, which is applicable when an
executive officer is terminated following a change of control, and the Severance
Pay Plan, which is applicable in the event of certain other involuntary
terminations. An executive officer may not receive severance payments under more
than one of the plans described below.
Executive Severance
Plan.
We have agreements under our Executive
Severance Plan with each named executive officer. The agreements provide that,
in the event of a Qualified Termination of Employment (as described below),
the participant will receive a cash payment in an amount equal to the sum of:
►
|
Two times the sum of annual
base salary and the average annual incentive award for the three prior
fiscal years,
|
|
|
►
|
The value of any forfeited
awards, based on the closing price of our common stock at the date of the
participants separation from service, of restricted stock and time-vested
restricted share units,
|
|
|
►
|
The number of
performance-based restricted share units that are forfeited multiplied by
the average performance-based restricted share unit payment for the prior
three years,
|
|
|
►
|
The value of any forfeited
benefits under the 401(k) Profit Sharing Plan and Supplemental 401(k)
Plan,
|
|
|
►
|
The value of the employer
match and an assumed 3 percent profit sharing contribution the named
executive officer would have received if he or she had remained employed
an additional two years under the 401(k) Profit Sharing Plan and
Supplemental 401(k) Plan, and
|
|
|
►
|
the cost of two years of COBRA
premiums for medical and dental
coverage.
|
In addition, nonqualified stock options
will vest and be exercisable within the earlier of five years from the
participants termination or the remaining term of the option.
A Qualified Termination of Employment is
a separation of service within two years following a change of control of
Kimberly-Clark (as defined in the plan) either involuntarily without cause or by
the participant with good reason. In addition, any involuntary separation of
service without cause within one year before a change of control will also be
determined to be a Qualified Termination of Employment if it is in connection
with, or in anticipation of, a change of control.
The current agreements with our named
executive officers expire on December 31, 2017, unless extended by the
Committee.
These agreements reflect that the named
executive officer is not entitled to a tax gross-up if the named executive
officer incurs an excise tax due to the application of Section 280G of the
Internal Revenue Code. Instead, payments and benefits payable to the named
executive officer will be reduced to the extent doing so would result in the
executive retaining a larger after-tax amount, taking into account the income,
excise and other taxes imposed on the payments and benefits.
Table of Contents
|
Compensation
Tables
|
The Board has determined the eligibility
criteria for participation in the plan. Each named executive officers agreement
under the Executive Severance Plan provides that the executive will retain in
confidence any confidential information known to the executive concerning
Kimberly-Clark and Kimberly-Clarks business so long as such information is not
publicly disclosed.
Severance Pay Plan.
Our Severance Pay Plan generally provides eligible employees
(including our named executive officers) severance payments and benefits in the
event of certain involuntary terminations. Under the Severance Pay Plan, a named
executive officer (employed for at least one year) whose employment is
involuntarily terminated would receive:
►
|
Two times the sum of annual base salary and the
average annual incentive award for the three prior fiscal years,
|
|
|
►
|
If the termination occurs after March 31, the
pro-rated current year annual incentive award based on actual
performance,
|
|
|
►
|
An amount equal to the cost of six months of
COBRA premiums for medical coverage, and
|
|
|
►
|
An amount equal to the cost of six months of
outplacement services and three months of participation in our employee
assistance program.
|
If the named executive officers
employment is involuntarily terminated within the first 12 months of employment,
the Severance Pay Plan provides that the named executive officer would receive
three months base salary.
Severance pay under the Severance Pay Plan
will not be paid to any participant who is terminated for cause (as defined
under the plan), is terminated during a period in which the participant is not
actively at work for more than 25 weeks (except to the extent otherwise required
by law), voluntarily quits or retires, dies or is offered a comparable position
(as defined under the plan).
A named executive officer must execute a
full and final release of claims against us within a specified period of time
following termination to receive severance benefits under our severance pay
plans. Under the Severance Pay Plan, if the release has been timely executed,
severance benefits are payable as a lump sum cash payment no later than 60 days
following the participants termination date. Any current year annual incentive
award that is payable under the Severance Pay Plan will be paid at the same time
as it was payable under the Executive Officer Achievement Award Program, but no
later than 60 days following the calendar year of the separation from
service.
2011 Plan.
In the event of a Qualified Termination of Employment (as described
below) of a participant in the 2011 Plan in connection with a change of control,
all of the participants awards not subject to performance goals would become
fully vested. Any awards subject to performance goals will vest at the average
performance-based restricted share unit payout for awards for the three prior
fiscal years. Unless otherwise governed by another applicable plan or agreement,
such as the terms of the Executive Severance Plan, options in this event would
be exercisable for the lesser of three months or the remaining term of the
option. If any amounts payable under the 2011 Plan result in excise tax due to
the application of Section 280G of the Internal Revenue Code, the 2011 Plan
provides that payments and benefits payable to the named executive officer will
be reduced to the extent necessary so that no excise tax will be imposed if
doing so would result in the executive retaining a larger after-tax amount,
taking into account the income, excise and other taxes imposed on the payments
and benefits. A Qualified Termination of Employment is a termination of the
participants employment within two years following a change of control of
Kimberly-Clark (as defined in the 2011 Plan), unless the termination is by
reason of death or disability or unless the termination is by Kimberly-Clark for
cause or by the participant without good reason.
Table of Contents
|
Compensation
Tables
|
The 2011 Plan provides that, if pending a
change of control, the Committee determines that Kimberly-Clark common stock
will cease to exist without an adequate replacement security that preserves the
economic rights and positions of the participants in the 2011 Plan (for example,
as a result of the failure of the acquiring company to assume outstanding
grants), then all options and stock appreciation rights will become exercisable,
in a manner deemed fair and equitable by the Committee, immediately prior to the
consummation of the change of control. In addition, the restrictions on all
restricted stock will lapse and all restricted share units, performance awards
and other stock-based awards will vest immediately prior to the consummation of
the change of control and will be settled upon the change of control in cash
equal to the fair market value of the restricted share units, performance awards
and other stock-based awards at the time of the change of control.
In the event
of a termination of employment of a participant in the 2011 Plan, other than a
Qualified Termination of Employment, death, total and permanent disability or
retirement of the participant, the participant will forfeit all unvested
restricted stock and restricted share units, and any vested stock options held
by the participant will be exercisable for the lesser of three months or the
remaining term of the option.
Retirement, Death and
Disability
Retirement.
In the event of retirement (separation from service on or after age 55),
our named executive officers are entitled to receive:
►
|
Benefits payable under our pension plans for
eligible participants (if the participant has at least five years of
vesting service) (see Pension Benefits for additional information),
|
|
|
►
|
Their account balance, if any, under the
Deferred Compensation Plan,
|
|
|
►
|
Their account balance under the Supplemental
401(k) Plan (if the participant has at least two years of vesting
service),
|
|
|
►
|
Their account balance under the 401(k) Profit
Sharing Plan, including any unvested employer contributions,
|
|
|
►
|
Accelerated vesting of unvested stock options,
and the options will be exercisable until the earlier of five years or the
remaining term of the options,
|
|
|
►
|
For units outstanding more than six months
after the date of grant, performance-based restricted share units will be
payable based on attainment of the performance goal at the end of the
restricted period,
|
|
|
►
|
Annual incentive award payment under the
Executive Officer Achievement Award Program as determined by the Committee
in its discretion,
|
|
|
►
|
For participants with at least fifteen years of
vesting service and who joined Kimberly-Clark before January 1, 2004,
retiree medical credits based on number of years of vesting service (up to
a maximum of $104,500 in credits), and
|
|
|
►
|
For participants with at least fifteen years of
vesting service, continuing coverage under Kimberly-Clarks group life
insurance plan.
|
Death.
In the event of death while an active employee, the following benefits
are payable:
►
|
50 percent of the benefits under our pension
plans for eligible participants, not reduced for early payment (if the
participant has at least five years of vesting service) (see Pension
Benefits), payable under the terms of the plans to the participants
spouse or minor children,
|
|
|
►
|
Their account balance, if any, under the
Deferred Compensation Plan,
|
|
|
►
|
Their account balance under the Supplemental
401(k) Plan,
|
|
|
►
|
Their account balance under the 401(k) Profit
Sharing Plan, including any unvested employer
contributions,
|
Table of Contents
|
Compensation
Tables
|
►
|
Accelerated vesting of unvested
stock options, and the options will be exercisable until the earlier of
three years or the remaining term of the options,
|
|
|
►
|
Time-vested restricted share units
will be vested pro rata, based on the number of full months of employment
during the restricted period prior to the participants termination of
employment, payable within 70 days following the end of the restricted
period,
|
|
|
►
|
For units outstanding more than six
months after the date of grant, performance-based restricted share units
will be vested pro rata, based on attainment of the performance goal at
the end of the restricted period, payable within 70 days following the end
of the restricted period,
|
|
|
►
|
Annual incentive award payment under
the Executive Officer Achievement Award Program as determined by the
Committee in its discretion,
|
|
|
►
|
For participants who were at least
age 55, had at least fifteen years of vesting service and joined
Kimberly-Clark before January 1, 2004, medical credits payable to their
spouse or dependent based on number of years of vesting service (up to a
maximum of $104,500 in credits), and
|
|
|
►
|
Payment of benefits under
Kimberly-Clarks group life insurance plan (which is available to all
salaried employees in the U.S.) equal to two times the participants
annual pay, up to $2 million (plus any additional coverage of three, four,
five or six times the participants annual pay, in increments of up to $1
million each, purchased by the participant at group rates). Benefits
provided by Kimberly-Clark and employee-purchased benefits cannot exceed
$6 million.
|
Disability.
In the event of a separation of service due to a total and permanent
disability, as defined in the applicable plan, our named executive officers are
entitled to receive:
►
|
Benefits payable under our
pension plans for eligible participants, not reduced for early payment, if
the participant has at least five years of vesting service (see Pension
Benefits for additional information),
|
|
|
►
|
Their account balance, if any,
under the Deferred Compensation Plan,
|
|
|
►
|
Accelerated vesting of
unvested stock options, and the options will be exercisable until the
earlier of three years or the remaining term of the
options,
|
|
|
►
|
Time-vested restricted share
units will be vested pro rata, based on the number of full months of
employment during the restricted period prior to the participants
termination of employment, payable within 70 days following the end of the
restricted period,
|
|
|
►
|
For units outstanding more
than six months after the date of grant, performance-based restricted
share units will be vested pro rata, based on attainment of the
performance goal at the end of the restricted period, payable within 70
days following the end of the restricted period,
|
|
|
►
|
Annual incentive award payment
under the Executive Officer Achievement Award Program as determined by the
Committee in its discretion,
|
|
|
►
|
For participants of at least
age 55 with at least fifteen years of vesting service and who joined
Kimberly-Clark before January 1, 2004, medical credits based on number of
years of vesting service (up to a maximum of $104,500 in
credits),
|
|
|
►
|
Continuing coverage under
Kimberly-Clarks group life insurance plan (available to all U.S. salaried
employees), with no requirement to make monthly contributions toward
coverage during disability, and
|
|
|
►
|
Payment of benefits under
Kimberly-Clarks Long-Term Disability Plan (available to all U.S. salaried
employees). Long-term disability under the plan would provide income
protection of monthly base pay, ranging from a minimum monthly benefit of
$50 to a maximum monthly benefit of $20,000. Benefits are reduced by the
amount of any other Kimberly-Clark or government-provided income benefits
received (but will not be lower than the minimum monthly
benefit).
|
Table of Contents
|
Compensation
Tables
|
Potential Payments on Termination or
Change of Control Table
The following
table presents the approximate value of (i) the severance benefits for our named
executive officers under the Executive Severance Plan had a Qualified
Termination of Employment under that plan occurred on December 31, 2016; (ii)
the severance benefits for our named executive officers under the Severance Pay
Plan if an involuntary termination had occurred on December 31, 2016; (iii) the
benefits that would have been payable on the death of our named executive
officers on December 31, 2016; (iv) the benefits that would have been payable on
the total and permanent disability of our named executive officers on December
31, 2016; and (v) the potential payments to Messrs. Falk and Palmer if they had
retired on December 31, 2016. If applicable, amounts in the table were
calculated using the closing price of our common stock on December 31, 2016 of
$114.12 per share.
The termination benefits provided to our
executive officers upon their voluntary termination of employment do not
discriminate in scope, terms or operation in favor of our executive officers
compared to the benefits offered to all salaried employees, so those benefits
are not included in the table below. Because none of our named executive
officers, other than Mr. Falk, was eligible to retire as of December 31, 2016,
potential payments assuming retirement on that date are not included for the
other named executive officers.
The amounts presented in the table are in
addition to amounts each named executive officer earned or accrued prior to
termination, such as the officers balances under our Deferred Compensation
Plan, accrued retirement benefits (including accrued pension plan benefits),
previously vested benefits under our qualified and non-qualified plans,
previously vested options, restricted stock and restricted share units and
accrued salary and vacation. For information about these previously earned and
accrued amounts, see Summary Compensation, Outstanding Equity Awards,
Option Exercises and Stock Vested, Pension Benefits, and Nonqualified
Deferred Compensation.
Table of Contents
|
Compensation
Tables
|
POTENTIAL PAYMENTS ON TERMINATION OR
CHANGE OF CONTROL TABLE
Name
|
Cash
Payment($)
|
Equity
with
Accelerated
Vesting($)
|
Additional
Retirement
Benefits($)
|
Continued
Benefits
and
Other
Amounts($)
|
Total($)
|
Thomas J. Falk
|
|
|
|
|
|
|
|
|
|
Qualified
Termination of Employment
|
10,148,156
|
(1)
|
30,062,134
|
(2)
|
537,724
|
(3)
|
23,990
|
(4)
|
40,772,004
|
Involuntary
Termination
(5)
|
10,148,156
|
|
|
|
|
|
11,545
|
(6)
|
10,159,701
|
Death
|
4,466,388
|
(7)
|
16,709,045
|
(8)
|
|
(9)
|
104,500
|
|
21,279,933
|
Disability
|
2,466,388
|
(7)
|
16,709,045
|
(8)
|
1,020,333
|
(10)
|
104,500
|
(11)
|
20,300,266
|
Retirement
|
2,466,388
|
(1)
|
29,673,197
|
|
367,951
|
|
104,500
|
(12)
|
32,612,036
|
Maria G. Henry
|
|
|
|
|
|
|
|
|
|
Qualified
Termination of Employment
|
3,751,870
|
(1)
|
5,208,734
|
(2)
|
304,554
|
(3)
|
30,037
|
(4)
|
9,295,195
|
Involuntary
Termination
(5)
|
3,751,870
|
|
|
|
|
|
13,056
|
(6)
|
3,764,926
|
Death
|
2,266,904
|
(7)
|
1,999,528
|
(8)
|
95,606
|
|
|
|
4,362,038
|
Disability
|
766,904
|
(7)
|
1,999,528
|
(8)
|
|
|
|
(11)
|
2,766,432
|
Michael D. Hsu
|
|
|
|
|
|
|
|
|
|
Qualified
Termination of Employment
|
4,066,379
|
(1)
|
8,551,301
|
(2)
|
222,799
|
(3)
|
23,990
|
(4)
|
12,864,469
|
Involuntary
Termination
(5)
|
4,066,379
|
|
|
|
|
|
11,545
|
(6)
|
4,077,924
|
Death
|
2,513,540
|
(7)
|
4,092,140
|
(8)
|
|
|
|
|
6,605,680
|
Disability
|
883,540
|
(7)
|
4,092,140
|
(8)
|
|
|
|
(11)
|
4,975,680
|
Anthony J. Palmer
|
|
|
|
|
|
|
|
|
|
Qualified
Termination of Employment
|
3,219,439
|
(1)
|
5,215,318
|
(2)
|
180,248
|
(3)
|
40,538
|
(4)
|
8,655,543
|
Involuntary
Termination
(5)
|
3,219,439
|
|
|
|
|
|
15,461
|
(6)
|
3,234,900
|
Death
|
1,924,464
|
(7)
|
2,742,224
|
(8)
|
|
|
|
|
4,666,688
|
Disability
|
644,464
|
(7)
|
2,742,224
|
(8)
|
|
|
|
(11)
|
3,386,688
|
Retirement
|
644,464
|
(1)
|
4,440,763
|
|
|
|
|
|
5,085,227
|
Elane B. Stock
|
|
|
|
|
|
|
|
|
|
Qualified
Termination of Employment
|
3,733,784
|
(1)
|
7,694,842
|
(2)
|
209,494
|
(3)
|
37,063
|
(4)
|
11,675,183
|
Involuntary
Termination
(5)
|
3,733,784
|
|
|
|
|
|
14,592
|
(6)
|
3,748,376
|
Death
|
2,371,019
|
(7)
|
4,092,140
|
(8)
|
|
|
|
|
6,463,159
|
Disability
|
741,019
|
(7)
|
4,092,140
|
(8)
|
|
|
|
(11)
|
4,833,159
|
(1)
|
Assumes the Committee would
approve full payment under the Executive Officer Achievement Award Program
for 2016; actual amount that would be paid is determined by the Committee
in its discretion.
|
(2)
|
Assumes vesting of unvested
performance-based restricted share units at the target level for the 2014
and 2015 grants and at the maximum level for the 2016 grant. See
Outstanding Equity Awards. In addition, under the terms of the 2011
Plan, if the Committee were to determine that, pending a change of
control, our common stock would cease to exist without an adequate
replacement security, the payment of this amount would not be contingent
upon the Qualified Termination of Employment of the named executive
officer. This provision also applies to grants under the 2011 Plan to
employees other than our named executive officers.
|
(3)
|
Includes the value of two
additional years of employer contributions under the 401(k) Profit Sharing
Plan and the Supplemental 401(k) Plan, pursuant to the terms of the
Executive Severance Plan.
|
(4)
|
Includes an amount equal to 24
months of COBRA medical and dental coverage.
|
(5)
|
Benefits payable under the
Severance Pay Plan. For Messrs. Falk and Palmer, does not include
accelerated equity vesting that occurred when they became retirement
eligible at age 55. See the benefits payable for Messrs. Falk and Palmer
for retirement for the amount of this accelerated equity
vesting.
|
(6)
|
Includes an amount equal to six
months of COBRA medical coverage under each executives specific health
insurance plan, as well as outplacement services valued at
$6,000.
|
(7)
|
For death, includes the payment
of benefits under Kimberly-Clarks group life insurance plan (which is
available to all U.S. salaried employees). For death and disability,
assumes the Committee would approve full payment under the Executive
Officer Achievement Award Program for 2016; actual amount that would be
paid is determined by the Committee in its discretion. For disability,
does not include benefits payable under Kimberly-Clarks Long-Term
Disability Plan (which is available to all U.S. salaried employees), the
value of which would be dependent on the life span of the named executive
officer and the value of any Kimberly-Clark or government-provided income
benefits received.
|
(8)
|
Assumes pro rata vesting of
unvested performance-based restricted share units at the target level for
the 2014 and 2015 grants and at the maximum level for the 2016 grant. See
Outstanding Equity Awards.
|
Table of Contents
|
Compensation
Tables
|
(9)
|
For Mr. Falk, the estimated
actuarial present value of the pension benefits payable on death is less
than the present value of the aggregate accumulated benefit set forth in
the Pension Benefits table; as a result, no incremental benefit as a
result of his death is included in the amount.
|
(10)
|
Includes the excess, if any,
of the estimated actuarial present value of the retirement benefits
payable on disability for the named executive officer through December 31,
2016 (assuming the named executive officer elects to receive a continuing
benefit for his surviving spouse) over the present value of the aggregate
accumulated benefit set forth in the Pension Benefits
table.
|
(11)
|
For Mr. Falk, includes the
value of retiree medical credits assuming total and permanent disability
on December 31, 2016. Our named executive officers would also be eligible
for continuing coverage under Kimberly-Clarks group life insurance plan
assuming total and permanent disability on December 31, 2016, which
benefit does not discriminate in scope, terms or operation in favor of our
named executive officers compared to the benefits offered to all U.S.
salaried employees and is therefore not included in the
table.
|
(12)
|
Includes the value of retiree
medical credits assuming Mr. Falks retirement on December 31, 2016. Mr.
Falk would also be eligible for continuing coverage under Kimberly-Clarks
group life insurance plan assuming retirement on December 31, 2016, which
benefit does not discriminate in scope, terms or operation in favor of our
executive officers compared to the benefits offered to all U.S. salaried
employees and is therefore not included in the
table.
|
Equity Compensation Plan
Information
The following table gives information
about Kimberly-Clarks common stock that may be issued upon the exercise of
options, warrants, and rights under all of Kimberly-Clarks equity compensation
plans as of December 31, 2016.
|
Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants, and rights
(in
millions)
(a)
|
Weighted average
exercise price
of
outstanding
options, warrants,
and
rights
(b)
|
Number of
securities
remaining available for
future issuance under
equity
compensation
plans
(excluding securities
reflected in column
(a))
(in millions)
(c)
|
Equity compensation plans approved
|
|
|
|
by
stockholders
(1)
|
8.9
(2)
|
101.16
|
18
|
(1)
|
Includes (a) the
stockholder-approved 2011 Plan, which effective April 21, 2011 amended and
restated the stockholder-approved 2001 Equity Participation Plan and (b)
the stockholder-approved 2011 Outside Directors Compensation Plan, which
effective April 21, 2011 amended and restated the Outside Directors
Compensation Plan.
|
(2)
|
Includes 1.9 million
restricted share units granted under the 2011 Plan (including shares that
may be issued pursuant to outstanding performance-based restricted share
units, assuming the target award is met; actual shares issued may vary,
depending on actual performance). Upon vesting, a share of Kimberly-Clark
common stock is issued for each restricted share unit. Column (b) does not
take these awards into account because they do not have an exercise
price. Also includes 0.2 million
restricted share units granted under the 2011 Outside Directors
Compensation Plan. Upon retirement from or any other termination of
service from the Board, a share of Kimberly-Clark common stock is issued
for each restricted share unit. Column (b) does not take these awards into
account because they do not have an exercise
price.
|
2011 Outside Directors Compensation
Plan
In 2011, our Board and our
stockholders approved the 2011 Outside Directors Compensation Plan (as amended
in 2016). A maximum of 1,044,134 shares of Kimberly-Clark common stock was
available for grant under this plan (as adjusted for the Halyard Health
spin-off). The Board may grant awards in the form of stock options, SARs,
restricted stock, restricted share units, or any combination of cash, stock
options, SARs, restricted shares or restricted share units under this
plan.
Table of Contents
Proposal 4. Advisory Vote on the
Frequency of Future Advisory Votes
on Executive Compensation
This proposal gives stockholders the
opportunity to indicate how frequently we should seek an advisory vote on our
executive compensation, such as Proposal 3 above. By voting on this Proposal 4,
stockholders can indicate whether they would prefer an advisory vote on
executive compensation every one, two, or three years.
In 2011, stockholders voted to adopt the
recommendation of our Board to vote on the say-on-pay proposal every year at our
annual meeting. As a result, we have submitted our say-on-pay proposal to our
stockholders at each annual meeting since 2011. As required by SEC rule, this
year we are resubmitting a proposal on the frequency.
After careful consideration, our Board of
Directors has determined that an advisory vote on executive compensation that
occurs every year is the most appropriate alternative for Kimberly-Clark, and
therefore our Board of Directors recommends that you vote for a one-year
interval for the advisory vote on executive compensation.
In formulating its recommendation, our
Board considered that an annual advisory vote on executive compensation will
allow our stockholders to provide us with their direct input on our compensation
objectives, policies and practices as disclosed in the proxy statement every
year.
The option that receives the highest
number of votes cast will be considered the frequency recommended by
stockholders. However, because this vote is advisory and not binding on our
Board or Kimberly-Clark, our Board may decide that it is in the best interests
of our stockholders and Kimberly-Clark to hold an advisory vote on executive
compensation more or less frequently than the option approved by our
stockholders.
The Board of Directors
unanimously recommends a vote for the option of every ONE YEAR as the
frequency with which stockholders are provided an advisory vote on the
compensation of our named executive
officers.
|
Table of Contents
|
|
Other
Information
Security
Ownership
Information
|
The following table shows the number of
shares of our common stock beneficially owned as of December 31, 2016, by each
director and nominee, by each named executive officer, and by all directors,
nominees and executive officers as a group.
Name
|
Number of
Shares
(1)(2)(3)(4)
|
Percent of
Class
|
John F. Bergstrom
|
45,792
|
|
*
|
Abelardo E. Bru
|
28,631
|
|
*
|
Robert W. Decherd
|
80,038
|
(5)
|
*
|
Thomas J. Falk
|
926,272
|
(6)(7)
|
*
|
Fabian T. Garcia
|
9,784
|
|
*
|
Maria G. Henry
|
44,576
|
(6)
|
*
|
Michael D. Hsu
|
145,766
|
(6)
|
*
|
Mae
C. Jemison, M.D.
|
34,792
|
|
*
|
James M. Jenness
|
26,349
|
|
*
|
Nancy J. Karch
|
14,603
|
|
*
|
Anthony J. Palmer
|
105,906
|
(6)
|
*
|
Christa S. Quarles
|
734
|
|
*
|
Ian
C. Read
|
23,479
|
|
*
|
Marc J. Shapiro
|
59,150
|
(8)
|
*
|
Elane B. Stock
|
156,122
|
(6)
|
*
|
Michael D. White
|
3,981
|
|
*
|
All directors, nominees and executive officers as a
group
(20 persons)
|
1,998,543
|
(6)(9)
|
*
|
*
|
Each director,
nominee, named executive officer and the directors, nominees and executive
officers as a group, owns less than one percent of the outstanding shares
of our common stock.
|
(1)
|
Except as otherwise
noted, the directors, nominees and named executive officers, and the
directors, nominees and executive officers as a group, have sole voting
and investment power with respect to the shares listed.
|
(2)
|
As of the date of this
proxy statement, none of the executive officers or directors has pledged
any shares of our common stock.
|
(3)
|
Share amounts include
unvested restricted share units granted to the following named executive
officers under the 2011 Plan as indicated below. Amounts representing
performance-based restricted share units in the table below represent
target levels for these awards. See Compensation Tables Outstanding
Equity Awards for additional information regarding these
grants.
|
Table of Contents
|
Other Information
Security Ownership
Information
|
|
Name
|
Time-Vested Restricted Share Units(#)
|
Performance-Based Restricted Share
Units(#)
|
|
Thomas J. Falk
|
|
192,156
|
|
Maria G. Henry
|
|
29,674
|
|
Michael D. Hsu
|
|
48,056
|
|
Anthony J. Palmer
|
5,877
|
29,125
|
|
Elane B. Stock
|
|
48,056
|
|
|
(4)
|
For each director
who is not an officer or employee of Kimberly-Clark, share amounts include
restricted share units and shares of restricted stock granted under our
Outside Directors Compensation Plan. These awards are restricted and may
not be transferred or sold until the Outside Director retires from or
otherwise terminates service on the Board. See footnote 4 to the 2016
Outside Director Compensation table for the number of shares of restricted
stock and restricted share units that the Outside Directors had
outstanding as of December 31, 2016.
|
(5)
|
Voting and investment power with respect to 41,944 of
the shares is shared with Mr. Decherds spouse.
|
(6)
|
Includes shares of common stock held by the trustee of
the 401(k) Profit Sharing Plan for the benefit of, and that are
attributable to, the accounts in the plans of, the named executive
officers. Also includes the following shares which could be acquired
within 60 days of December 31, 2016 by:
|
|
Name
|
Number of Shares That Could
be Acquired
Within 60 Days of December 31, 2016
|
|
Thomas J.
Falk
|
60,964
|
|
Maria G.
Henry
|
14,902
|
|
Michael D.
Hsu
|
85,858
|
|
Anthony J.
Palmer
|
59,341
|
|
Elane B.
Stock
|
87,367
|
|
All directors,
nominees and executive officers as a group (20
persons)
|
441,885
|
(7)
|
Includes 99,411
shares held by TKM, Ltd. and 559,298 shares held by TKM II, Ltd. TKM, Ltd.
is a family limited partnership, which is owned by (i) an entity owned by
a trust, controlled by Mr. Falk and his spouse as general partner and (ii)
two family trusts previously established for the benefit of Mr. Falks
child as limited partners. TKM II, Ltd. is a family limited partnership
which is owned by (i) an entity owned by a trust, controlled by Mr. Falk
and his spouse as general partner, and (ii) a trust controlled by Mr. Falk
and his spouse as limited partners. Mr. Falk shares voting control over
the shares held by TKM, Ltd. and TKM II, Ltd.
|
(8)
|
Includes 8,000 shares held by a trust for the benefit of
Mr. Shapiros children and for which Mr. Shapiro shares voting and
investment power.
|
(9)
|
Voting and investment power with respect to 726,798 of
the shares is shared.
|
|
Our Corporate Governance Policies provide
that, within three years of joining the Board, all Outside Directors should own
an amount of our common stock or share units at least equal in value to three
times the annual Board cash compensation. For the purpose of these stock
ownership guidelines, a director is deemed to own beneficially-owned shares, as
well as restricted stock and restricted share units (whether or not any
applicable restrictions have lapsed), but not stock options (whether vested or
unvested). As of December 31, 2016, these guidelines had been met or exceeded by
each of the Outside Directors.
Table of Contents
|
Other Information
Transactions With Related
Persons
|
The following table sets forth the
information, as of December 31, 2016, regarding persons or groups known to us to
be beneficial owners of more than five percent of our common stock.
Name and Address of
Beneficial Owner
|
Number of Shares of Common
Stock Beneficially
Owned
|
Percentage of Common
Stock Outstanding
|
BlackRock, Inc.
(1)
55 East 52nd Street
New
York, NY 10055
|
26,345,573
|
7.4%
|
The
Vanguard Group Inc.
(2)
100 Vanguard Boulevard
Malvern, PA
19355
|
26,331,918
|
7.4%
|
(1)
|
The address, number and percentage of shares of our common stock
beneficially owned by BlackRock, Inc. (BlackRock) are based on the
Schedule 13G/A filed by BlackRock with the SEC on January 25, 2017.
According to the filing, BlackRock had sole voting power with respect to
22,884,957 shares, sole dispositive power with respect to 26,345,573
shares, and did not have shared voting or dispositive power as to any
shares.
|
(2)
|
The address, number and percentage of shares of our common stock
beneficially owned by The Vanguard Group Inc. (Vanguard) are based on
the Schedule 13G/A filed by Vanguard with the SEC on February 10, 2017.
According to the filing, Vanguard had sole voting power with respect to
561,589 shares, sole dispositive power with respect to 25,700,986 shares,
shared dispositive power with respect to 630,932 shares and shared voting
power with respect to 74,235
shares.
|
Section
16(a)
Beneficial
Ownership
Reporting
Compliance
|
Section 16(a) of the Exchange Act requires
our directors, executive officers and any person owning more than 10 percent of
a class of our common stock to file reports with the SEC regarding their
ownership of our stock and any changes in ownership. We maintain a compliance
program to assist our directors and executive officers in making these filings.
We believe that our executive officers and directors timely complied with their
filing requirements for 2016.
Transactions
With
Related
Persons
|
Policies and Procedures for Review,
Approval or Ratification of Related Person Transactions.
The Board has adopted procedures for reviewing any
transactions between the company and certain related persons that involve
amounts above certain thresholds. The SEC requires that our proxy statement
disclose these related person transactions. A related person is defined under
the SECs rules and includes our directors, executive officers and five percent
stockholders.
The Boards procedures provide
that:
►
|
The Nominating and Corporate
Governance Committee is best suited to review, approve and ratify related
person transactions involving any director, nominee for director, any five
percent stockholder, or any of their immediate family members or related
firms, and
|
|
|
►
|
The Audit Committee is best suited
to review, approve and ratify related person transactions involving
executive officers (or their immediate family members or related firms),
other than any executive officer that is also a Board
member.
|
|
|
►
|
Either Committee may, in its sole
discretion, refer its consideration of related person transactions to the
full Board.
|
Each director, director nominee and
executive officer is required to promptly provide written notification of any
material interest that he or she (or an immediate family member) has or will
have in a transaction with Kimberly-Clark. Based on a review of the transaction,
a determination will be made as to whether the transaction constitutes a related
person transaction under the SECs rules. As appropriate, the Nominating and
Corporate Governance Committee or the Audit Committee will then review the terms
and substance of the transaction to determine whether to ratify or approve the
related person transaction.
Table of Contents
|
Other Information
Stockholder Director Nominees for Inclusion in Next
Years Proxy Statement
|
In determining whether the transaction is
consistent with Kimberly-Clarks best interest, the Nominating and Corporate
Governance Committee or the Audit Committee may consider any factors deemed
relevant or appropriate, including:
►
|
Whether the transaction is on terms
comparable to those that could be obtained in arms-length dealings with
an unrelated third party;
|
|
|
►
|
Whether the transaction constitutes
a conflict of interest under our Code of Conduct, the nature, size or
degree of any conflict, and whether mitigation of the conflict is
feasible;
|
|
|
►
|
The impact of the transaction on a
directors independence; and
|
|
|
►
|
Whether steps have been taken to
ensure fairness to Kimberly-Clark.
|
2016 Related Person
Transactions.
We share aircraft hangar space,
pilots and related services with Bergstrom Corporation, an entity that is
majority-owned by Mr. Bergstrom. During 2016, Bergstrom Corporation paid us
$587,000 for its share of the costs associated with these services. We believe
this arrangement is fair and reasonable, advantageous to Kimberly-Clark, and
consistent with national benchmarking. Based on an analysis of the arrangement,
we also believe its terms to be comparable to those that could be obtained in
arms-length dealings with an unrelated third party.
Stockholders
Sharing
the
Same
Household
|
Stockholders who have the same address and
last name as of the record date and have not previously requested electronic
delivery of proxy materials may receive their voting materials in one of two
ways. They may receive a single proxy package containing one annual report, one
proxy statement and multiple proxy cards for each stockholder. Or they may
receive one envelope containing a Notice of Internet Availability of Proxy
Materials for each stockholder. This householding procedure helps us reduce
printing and postage costs associated with providing our proxy materials and is
consistent with our sustainability efforts.
If you reside in the same household with
another stockholder with the same last name and would like us to mail
proxy-related materials to you separately in the future, or are receiving
multiple copies of materials and wish to receive only one set of proxy-related
materials, please contact Stockholder Services by mail at P.O. Box 619100,
Dallas, Texas 75261-9100, by telephone at (972) 281-5317 or by e-mail at
stockholders@kcc.com.
Beneficial stockholders can request
information about householding from their banks, brokers or other such holders
of record.
Stockholder
Proposals
for Inclusion
in
Next
Years
Proxy
Statement
|
Stockholders who, in accordance with SEC
Rule 14a-8, wish to present proposals for inclusion in our proxy statement and
form of proxy for the 2018 Annual Meeting of Stockholders must submit their
proposals to the Corporate Secretary, Kimberly-Clark Corporation, P.O. Box
619100, Dallas, Texas 75261-9100, so that they are received at this address no
later than October 30, 2017. Upon receipt of a proposal, we will determine
whether or not to include the proposal in the proxy statement and form of proxy
in accordance with applicable law. We suggest that proposals be forwarded by
certified mail, return receipt requested.
Stockholder
Director
Nominees
for Inclusion
in
Next
Years
Proxy
Statement
|
Stockholders who wish to nominate one or
more director candidates to be included in our proxy statement and form of proxy
pursuant to By-Law 11A of our By-Laws (a proxy access nomination) must submit
written notice of the nomination to the Corporate Secretary so that it is
received at least 75 days, but not more than 100 days, before the 2018 Annual
Meeting of Stockholders (unless we give less than 75 days notice of the annual
meeting date, in which case the notice must be received within 10 days after the
meeting date is announced). Any notice of a proxy access nomination must comply
with the requirements of our By-Laws, which may be found in the Investors
section of our website at www.kimberly-clark.com, and any applicable
law.
Table of Contents
|
Other Information
Other Stockholder Proposals Not Included in Next Years
Proxy Statement
|
Stockholder
Director
Nominees
Not Included
in
Next
Years
Proxy
Statement
|
Under our Certificate of Incorporation and
By-Laws, a stockholder who wishes to nominate a candidate for election to the
Board who is not intended to be included in our proxy statement for the 2018
Annual Meeting of Stockholders is required to give written notice to our
Corporate Secretary. We must receive this notice at least 75 days, but not more
than 100 days, before the 2018 Annual Meeting of Stockholders (unless we give
less than 75 days notice of the annual meeting date, in which case the notice
must be received within 10 days after the meeting date is announced). Any notice
of a director nomination must comply with the requirements of our By-Laws and
any applicable law. A nomination that does not comply with the requirements set
forth in our Certificate of Incorporation and By-Laws will not be considered for
presentation at the annual meeting, but will be considered by the Nominating and
Corporate Governance Committee for any vacancies arising on the Board between
annual meetings in accordance with the process described in Proposal 1.
Election of Directors - Process and Criteria for Nominating
Directors.
Other
Stockholder
Proposals
Not Included
in
Next
Years
Proxy
Statement
|
Under our Certificate of Incorporation and
By-Laws, a stockholder who wishes to present a proposal at the 2018 Annual
Meeting of Stockholders, other than a matter brought under SEC Rule 14a-8 or a
director nomination, must submit written notice of the proposal to the Corporate
Secretary. This notice must be received between January 10, 2018 and February 4,
2018, unless the 2018 Annual Meeting is held earlier than March 21, 2018 or
later than June 19, 2018, in which case the notice must be received at least 75
days, but not more than 100 days, before the 2018 Annual Meeting of Stockholders
(unless we give less than 75 days notice of the annual meeting date, in which
case the notice must be received within 10 days after the meeting date is
announced). Any notice of a proposal must comply with the requirements of our
By-Laws and any applicable law.
Table of Contents
Other Matters
to Be Presented at
the
Annual Meeting
|
Our management does not know of any
other matters to be presented at the Annual Meeting. Should any other
matter requiring a vote of the stockholders arise at the meeting, the
persons named in the proxy will vote the proxies in accordance with their
best judgment.
|
|
|
|
|
|
Kimberly-Clark
Corporation
P.O. Box
619100
Dallas, Texas
75261-9100
Telephone (972) 281-1200
February 27, 2017
|
|
By Order of the
Board of Directors.
Jeffrey P. Melucci
Vice President Senior Deputy General
Counsel and
Corporate Secretary
|
Table of Contents
Kimberly-Clark
Corporation
Invitation to
Stockholders
Notice of 2017 Annual Meeting
Proxy Statement
Table of Contents
Electronic Voting
Instructions
Available 24 hours a day, 7 days a
week!
Instead of mailing your proxy, you may
choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN
THE TITLE BAR.
Proxies submitted by the Internet or
telephone must be received by 1:00 a.m., Central Time, on April 20,
2017.
Vote by
Internet
|
●
|
Go to
www.envisionreports.com/kmb
|
●
|
Or scan the QR code with your
smartphone
|
●
|
Follow the steps outlined on the
secure website
|
Vote by
telephone
|
●
|
Call toll free 1-800-652-VOTE
(8683) within the USA, US territories &
|
Canada on a touch tone
telephone
|
●
|
Follow the instructions provided
by the recorded message
|
Using a
black ink
pen, mark your
votes with an
X
as shown in this example. Please do not write outside
the designated areas.
|
|
Annual
Stockholder Meeting Proxy Card
|
IF YOU HAVE NOT VOTED VIA THE
INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
|
A
|
Election of
Directors
The Board of Directors
recommends a vote
FOR
the listed nominees (terms to expire
at 2018 Annual Stockholder Meeting).
|
|
1.
|
Nominees:
|
For
|
Against
|
Abstain
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
01 - John F. Bergstrom
|
|
☐
|
☐
|
☐
|
|
02 -
Abelardo E. Bru
|
|
☐
|
☐
|
☐
|
|
03 - Robert W. Decherd
|
|
☐
|
☐
|
☐
|
|
|
04 - Thomas J. Falk
|
|
☐
|
☐
|
☐
|
|
05 - Fabian T. Garcia
|
|
☐
|
☐
|
☐
|
|
06 - Michael D. Hsu
|
|
☐
|
☐
|
☐
|
|
|
07 -
Mae C. Jemison, M.D.
|
|
☐
|
☐
|
☐
|
|
08 -
James M. Jenness
|
|
☐
|
☐
|
☐
|
|
09 - Nancy J. Karch
|
|
☐
|
☐
|
☐
|
|
|
10 -
Christa S. Quarles
|
|
☐
|
☐
|
☐
|
|
11 -
Ian C. Read
|
|
☐
|
☐
|
☐
|
|
12
- Marc J. Shapiro
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
- Michael D. White
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
B
|
Proposals
The
Board of Directors recommends a vote
FOR
Proposals
2 and 3 and a vote for
1 YEAR
on Proposal
4.
|
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
|
2.
|
Ratification of
Auditors
|
☐
|
☐
|
☐
|
|
3.
|
Advisory Vote to Approve Named Executive Officer
Compensation
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Year
|
2 Years
|
3 Years
|
Abstain
|
|
|
|
|
|
|
4.
|
Advisory Vote on the
Frequency of Future Advisory Votes on Executive Compensation.
|
☐
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
C
|
Authorized Signatures
This section must be completed for your vote to be counted Date and Sign
Below
|
Please sign exactly as name(s) appears
hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) Please print date
below.
|
|
Signature 1 Please keep signature within
the box.
|
|
Signature 2 Please keep signature within
the box.
|
/ /
|
|
|
|
|
PLEASE SEE REVERSE FOR ADDRESS
CHANGES AND ATTENDANCE PREFERENCE.
Table of Contents
Proxy
Kimberly-Clark Corporation
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON APRIL 20,
2017:
The Notice of the Annual Meeting, the Proxy
Statement and the 2016 Annual Report, including Form 10-K, are available at
http://www.kimberly-clark.com/investors
IF YOU HAVE NOT VOTED VIA THE
INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy/Voting Instructions for the
Annual Stockholder Meeting April 20, 2017
Solicited on Behalf of the Board of
Directors
Thomas J. Falk, Thomas J. Mielke and
Jeffrey P. Melucci, or any of them, with full power of substitution to each,
hereby are appointed proxies and are authorized to vote, as specified on the
reverse side of this card, all shares of common stock that the undersigned is
entitled to vote at the Annual Stockholder Meeting of Kimberly-Clark
Corporation, to be held at the Four Seasons Resort and Club, 4150 North
MacArthur Boulevard, Irving, Texas on April 20, 2017 at 9:30 a.m. Central Time
and at any adjournment thereof. In their discretion, the proxies are authorized
to vote on such other business as may properly come before the
meeting.
IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE LISTED NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND
FOR 1 YEAR ON PROPOSAL 4. IF YOU PREFER TO VOTE SEPARATELY ON INDIVIDUAL
PROPOSALS YOU MAY DO SO BY MARKING THE APPROPRIATE BOXES, SIGNING AND DATING ON
THE REVERSE SIDE.
This card also constitutes voting
instructions to the trustees of the Corporations employee benefits and stock
purchase plans to vote whole shares attributable to accounts the undersigned may
hold under such plans. If no voting instructions are provided, the respective
plan committees, which are comprised of management personnel, will direct the
trustees to vote the shares. Please date, sign and return this proxy/voting
instruction card promptly. If you own shares directly and plan to attend the
Annual Stockholder Meeting, please so indicate in the space provided
below.
IF YOU HAVE NOT VOTED VIA THE
INTERNET OR TELEPHONE PLEASE RETURN THIS CARD IN THE SELF-ADDRESSED ENVELOPE
PROVIDED.
D
|
Non-Voting Items
|
|
|
|
Change of Address
Please print new address
below.
|
|
Meeting Attendance
|
|
|
|
|
Mark box to the right if you plan
to attend the Annual Meeting.
|
|
☐
|
|
|
Kimberly Clark (NYSE:KMB)
Historical Stock Chart
From Apr 2024 to May 2024
Kimberly Clark (NYSE:KMB)
Historical Stock Chart
From May 2023 to May 2024