Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.76M
2: EX-4.E Description of Common Stock HTML 42K
3: EX-4.F Description of 0.625% Note Due 2024 HTML 98K
4: EX-10.Q Kimberly-Clark Corporation Performance Restricted HTML 215K
Stock Unit Award Agreement
5: EX-10.S 1st Amendment to 2011 Equity Participation Plan, HTML 33K
Effective February 12, 2020
6: EX-21 Consolidated Subsidiaries HTML 52K
7: EX-23 Consent of Independent Registered Public HTML 34K
Accounting Firm
8: EX-24 Powers of Attorney HTML 62K
9: EX-31.A Certification of CEO Required by Rule 13A-14(A) or HTML 39K
Rule 15D-14(A)
10: EX-31.B Certification of CFO Required by Rule 13A-14(A) or HTML 39K
Rule 15D-14(A)
11: EX-32.A Certification of CFO Required by Rule 13A-14(B) or HTML 34K
Rule 15D-14(B)
12: EX-32.B Certification of CFO Required by Rule 13A-14(B) or HTML 33K
Rule 15D-14(B)
39: R1 Cover Page Cover Page HTML 99K
70: R2 Consolidated Income Statement HTML 97K
103: R3 Consolidated Statement of Comprehensive Income HTML 61K
53: R4 Consolidated Balance Sheet HTML 126K
41: R5 Consolidated Balance Sheet (Parenthetical) HTML 48K
71: R6 Consolidated Statement of Stockholders' Equity HTML 148K
105: R7 Consolidated Cash Flow Statement HTML 111K
55: R8 Accounting Policies HTML 61K
37: R9 2018 Global Restructuring Program HTML 80K
65: R10 Fair Value Information HTML 67K
97: R11 Debt and Redeemable Preferred Securities of HTML 59K
Subsidiaries
45: R12 Stock-Based Compensation HTML 94K
30: R13 Employee Postretirement Benefits HTML 320K
66: R14 Stockholders' Equity HTML 137K
98: R15 Leases and Commitments HTML 73K
46: R16 Legal Matters HTML 37K
31: R17 Objectives and Strategies for Using Derivatives HTML 47K
67: R18 Income Taxes HTML 151K
96: R19 Earnings Per Share HTML 43K
63: R20 Description of Business Segments HTML 141K
24: R21 Supplemental Data HTML 172K
87: R22 Valuation and Qualifying Accounts HTML 110K
94: R23 Accounting Policies (Policy) HTML 96K
64: R24 2018 Global Restructuring Program (Tables) HTML 78K
25: R25 Fair Value Information (Tables) HTML 59K
88: R26 Debt and Reedemable Preferred Securities of HTML 55K
Subsidiaries (Tables)
95: R27 Stock-Based Compensation (Tables) HTML 95K
62: R28 Employee Postretirement Benefits (Tables) HTML 327K
26: R29 Stockholders' Equity (Tables) HTML 137K
29: R30 Leases and Commitments (Tables) HTML 75K
43: R31 Income Taxes (Tables) HTML 150K
100: R32 Earnings Per Share (Tables) HTML 41K
69: R33 Business Segment and Geographic Data Information HTML 140K
(Tables)
28: R34 Supplemental Data (Tables) HTML 185K
42: R35 Valuation and Qualifying Accounts (Tables) HTML 111K
99: R36 Accounting Policies (Narrative) (Details) HTML 53K
68: R37 2018 Global Restructuring Program Narrative HTML 75K
(Details)
27: R38 Restructuring and Related Activities (Details) HTML 82K
44: R39 2018 Global Restructuring Program Restructuring HTML 47K
Reserve [Roll Forward] (Details)
23: R40 Fair Value Information Narrative (Details) HTML 49K
60: R41 Fair Value Information (Fair Value of Financial HTML 51K
Instruments) (Details)
90: R42 Debt and Redeemable Preferred Securities of HTML 80K
Subsidiaries (Narrative) (Details)
81: R43 Debt and Redeemable Preferred Securities of HTML 47K
Subsidiaries (Long-Term Debt) (Details)
22: R44 Stock-Based Compensation (Narrative) (Details) HTML 69K
59: R45 Stock-Based Compensation (Schedule of Assumptions HTML 43K
Used to Estimate Weighted-Average Fair Value of
Options Granted) (Details)
89: R46 Stock-Based Compensation (Schedule of Unrecognized HTML 45K
Compensation Costs and Amortization Periods)
(Details)
80: R47 Stock-Based Compensation (Schedule of Stock-Based HTML 72K
Compensation Activity) (Details)
21: R48 Stock-Based Compensation (Schedule of Other HTML 64K
Stock-Based Awards Activity) (Details)
61: R49 Employee Postretirement Benefits (Narrative) HTML 76K
(Details)
54: R50 Employee Postretirement Benefits (Summarized HTML 85K
Financial Information about Postretirement plans,
Excluding Defined Contribution Retirement Plans)
(Details)
36: R51 Employee Postretirement Benefits (Principal Plans HTML 45K
and All Other Pension Plans) (Details)
72: R52 Employee Postretirement Benefits (Pension Plans HTML 35K
with an ABO in Excess of Plan Assets) (Details)
101: R53 Employee Postretirement Benefits Employee HTML 34K
Postretirement Benefits (Pension Plans with a PBO
in Excess of Plan Assets) (Details)
56: R54 Employee Postretirement Benefits (Components of HTML 57K
Net Periodic Benefit Cost) (Details)
38: R55 Employee Postretirement Benefits (Weighted-Average HTML 51K
Assumptions) (Details)
73: R56 Employee Postretirement Benefits (Pension Plan HTML 73K
Assets of the Principal Plans Measured at fair
value) (Details)
102: R57 Employee Postretirement Benefits (Gross Benefit HTML 48K
Payments) (Details)
52: R58 Stockholders' Equity (Narratives) (Details) HTML 38K
40: R59 Stockholders' Equity Components of AOCI HTML 69K
attributable to Kimberly-Clark, net of tax
(Details)
82: R60 Stockholders' Equity Components of Stockholders' HTML 120K
Equity (Details)
92: R61 Leases and Commitments (Narrative) (Details) HTML 67K
57: R62 Leases and Commitments (Future Minimum Obligations HTML 52K
under Operating Leases) (Details)
18: R63 Leases and Commitments Operating Lease Cost HTML 38K
(Details)
83: R64 Leases and Commitments Operating Lease Assets and HTML 39K
Liabilities (Details)
93: R65 Leases and Commitments Maturity of Operating Lease HTML 50K
Liabilities (Details)
58: R66 Legal Matters (Narrative) (Details) HTML 40K
20: R67 Objectives and Strategies for Using Derivatives HTML 56K
(Narrative) (Details)
85: R68 Income Taxes (Narrative) (Details) HTML 70K
91: R69 Income Taxes (Analysis of the Provision for Income HTML 59K
Taxes) (Details)
109: R70 Income Taxes (Income before Income Taxes) HTML 39K
(Details)
79: R71 Income Taxes (Deferred Income Tax Assets HTML 72K
(Liabilities)) (Details)
35: R72 Income Taxes (Reconciliation of Income Tax HTML 62K
Provision) (Details)
51: R73 Income Taxes (Unrecognized Income Tax Benefits) HTML 46K
(Details)
106: R74 Income Taxes (Remaining Tax Years Subject to HTML 48K
Examination) (Details)
76: R75 Earnings Per Share (Narratives) (Details) HTML 34K
32: R76 Earnings Per Share (Average Common shares HTML 40K
Outstanding Basic and Diluted) (Details)
47: R77 Business Segment and Geographic Data Information HTML 50K
(Narrative) (Details)
111: R78 Business Segment and Geographic Data Information HTML 94K
(Information Concerning Consolidated Operations by
Business Segment) (Details)
75: R79 Business Segment and Geographic Data Information HTML 42K
(Sales of Principal Products) (Details)
108: R80 Supplemental Data (Narrative) (Details) HTML 50K
78: R81 Supplemental Data (Supplemental Income Statement HTML 37K
Data) (Details)
34: R82 Supplemental Data Supplemental Data (Equity Method HTML 70K
Investment Data) (Details)
50: R83 Supplemental Data (Summary of Accounts Receivable, HTML 41K
Net) (Details)
107: R84 Supplemental Data (Summary of Inventories) HTML 56K
(Details)
77: R85 Supplemental Data (Summary of Property, Plant and HTML 51K
Equipment, Net) (Details)
33: R86 Supplemental Data (Summary of Accrued Expenses) HTML 58K
(Details)
49: R87 Supplemental Data (Summary of Cash Flow Effects of HTML 48K
Decrease (Increase) in Operating Working Capital)
(Details)
110: R88 Supplemental Data (Other Cash Flow Data and HTML 36K
Interest Expense) (Details)
74: R89 Valuation and Qualifying Accounts (Schedule of HTML 52K
Valuation and Qualifying Accounts) (Details)
19: XML IDEA XML File -- Filing Summary XML 205K
84: XML XBRL Instance -- kmb2019form10k_htm XML 4.11M
86: EXCEL IDEA Workbook of Financial Reports XLSX 120K
14: EX-101.CAL XBRL Calculations -- kmb-20191231_cal XML 318K
15: EX-101.DEF XBRL Definitions -- kmb-20191231_def XML 1.11M
16: EX-101.LAB XBRL Labels -- kmb-20191231_lab XML 2.31M
17: EX-101.PRE XBRL Presentations -- kmb-20191231_pre XML 1.50M
13: EX-101.SCH XBRL Schema -- kmb-20191231 XSD 219K
48: JSON XBRL Instance as JSON Data -- MetaLinks 498± 774K
104: ZIP XBRL Zipped Folder -- 0000055785-20-000016-xbrl Zip 488K
‘EX-4.E’ — Description of Common Stock
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
Exhibit No. (4)e
Description of Common Stock
The following description is a summary and is subject to the provisions of our Amended and Restated Certificate of Incorporation, our By-laws and the relevant provisions of the law of the State of Delaware.
We are currently authorized to issue up to 1,200,000,000 shares of common stock, par value $1.25
per share. The shares of common stock outstanding are fully paid and nonassessable.
Holders of our common stock are entitled to share equally and ratably in any dividends and in any assets available for distribution to stockholders on liquidation, dissolution or winding-up, subject, if preferred stock is then outstanding, to any preferential rights of such preferred stock. Each share of common stock entitles the holder of record to one vote at all meetings of stockholders, and the votes are noncumulative. The common stock is not redeemable, has no subscription or conversion rights and does not entitle the holder to any preemptive rights.
Dividends may be paid on our common stock out of funds legally available for dividends, as and when declared from time to time by our board of directors.
Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock.
Anti-Takeover Provisions
The provisions of Delaware law and our Amended and Restated Certificate of Incorporation and By-laws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest.
Director Nominations.
Our stockholders may nominate candidates for our board of directors or propose business to be acted upon at an annual meeting only if the stockholders follow the advance notice procedures described in our By-laws. To be properly brought before an annual meeting of stockholders, any stockholder nomination must be delivered to our secretary at our principal executive office not less than 75 days nor more than 100 days prior to the annual meeting. If, however, less than 75 days’ notice or prior public announcement of the date of the annual meeting is given or made to stockholders, to be timely, the stockholder’s nomination must be received not later than the tenth day following the day on which notice of the meeting date was mailed or public announcement was made, whichever occurs first. Generally, a proposal for business (other than the nomination or election of directors) must
be delivered to our secretary at our principal executive office not less than 75 days nor more than 100 days prior to the first anniversary of the preceding year’s annual meeting. In all cases, the notice must include the name and address of, and the number and type of shares owned by, the stockholder and certain of its affiliates, any derivative positions beneficially held by the stockholder and certain of its affiliates, any rights to dividends on our shares that are separated or separable from our underlying shares, any performance-related fees (other than an asset-based fee) that the stockholder or certain of its affiliates are entitled to based on any increase or decrease in the value of our shares or any derivative position and a representation as to whether the stockholder or certain of its affiliates intend to make such a proposal or nomination and to solicit proxies in support of it. If the stockholder submits a nomination to our board of directors, in addition
to the foregoing, the nomination must include certain information as to such nominee including compensation arrangements and other relationships between the stockholder and the nominee, the background and experience of the nominee, and all other information required to be disclosed in solicitations of proxies for election of directors in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended. The nominee must also provide a written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Our stockholders may nominate candidates for our board of directors or propose business to be acted upon at a special meeting if the stockholders follow the advance notice procedures described in our By-laws. If a special meeting of stockholders is called for the purpose of electing one
or more directors, a stockholder may nominate a person or persons as specified in our By-laws by delivering to our secretary at our principal executive office not less than 75 days nor more than 100 days prior to such special meeting all information required as if such nomination was being made at an annual meeting of stockholders. If, however, less than 75 days’ notice or prior public announcement of the date of the meeting is given or made to stockholders, to be timely, the stockholder’s nomination must be received not later than the tenth day following the day on which notice of the meeting date was mailed or public announcement was made, whichever occurs first.
In
addition to the director nomination provisions described above, our By-laws permit any stockholder or group of up to twenty stockholders who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to include up to a specified number of director nominees in our proxy materials for an annual meeting. The maximum number of stockholder nominees permitted under the proxy access provisions of our By-laws is the greater of two or 20% of the total number of Kimberly-Clark directors on the last day a notice of nomination may be submitted. Generally, notice of a nomination under our proxy access By-law provisions must be delivered to our secretary
at our principal executive office not less than 120 days nor more than 150 days prior to the first anniversary of the date the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting. The notice must contain the information described above, along with certain additional information specified in our By-laws.
Director nominations that are late or that do not include all required information may be rejected. This could prevent stockholders from making director nominations.
No Action by Written Consent. Our Amended and Restated Certificate of Incorporation
states that action may be taken by stockholders only at annual or special meetings of the stockholders, and that stockholders may not act by written consent.
Special Meetings of Stockholders. The Amended and Restated Certificate of Incorporation and our By-laws vest the power to call special meetings of stockholders in our chairman of the board, our chief executive officer, our board of directors or, subject to certain restrictions contained in our By-laws, the holders of not less than 25% of our issued and outstanding shares of capital stock entitled to vote to request that a special meeting of
stockholders be called. Each request for a special meeting must contain certain information about the requesting stockholders described in our By-laws.
Certain Anti-Takeover Effects of Delaware Law. We are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years following the date when the person became an interested stockholder, unless:
| |
• | either
the business combination or the transaction which caused the stockholder to become an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtained that status; |
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• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for the purposes of determining voting stock outstanding (but not voting stock owned by the interested stockholder) shares owned by certain insiders and certain employee stock plans; or |
| |
• | on
or subsequent to such date, the business combination is approved by the board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock.
The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to our
company and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
