Kimberly-Clark 2020 Proxy Votes

Kimberly-Clark 2020 annual meeting is 4/29/2020 at 7AM Pacific. To enhance long-term value: Vote AGAINST Bru, Decherd, Auditor. Vote FOR Shareholder Right to Act by Written Consent.

Warning:

Instructions for attending the meeting will be posted at https://investor.kimberly-clark.com. If you hold your shares through a broker, bank or other intermediary, and want to vote your shares at the meeting or ask questions you must register in advance by 4:00 p.m. Central Time on April 24, 2020 by following the instructions on our website. (my emphasis)

Kimberly-Clark Corporation, together with its subsidiaries, manufactures and markets personal care, consumer tissue, and professional products worldwide (including toilet paper and face masks). Reading through 100 pages of the proxy takes too much time. Your vote could be crucial. Below, how I voted and why.

If you have read these posts related to my portfolio and proxy proposals for the last 24 years and trust my judgment, skip the 8 minute read. See how I voted in my ballot. Voting will take you only a minute or two. Every vote counts.

I voted with the Board’s recommendations 77% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). 

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.

Kimberly-Clark 2020: ISS Ratings

From the Yahoo Finance profile: Kimberly-Clark Corporation’s ISS Governance QualityScore as of December 4, 2019 is 3. The pillar scores are Audit: 1; Board: 5; Shareholder Rights: 5; Compensation: 3. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk. We need to pay close attention to the auditor and compensation.

 are lower than for its peers.

Kimberly-Clark 2020 Proxy Voting Guide: Board Proposals

1. Kimberly-Clark 2020 Directors

Egan-Jones Proxy Services recommends Against 1A) Abelardo E. Bru, 1B) Robert W. Decherd. These directors have served for 10 years or more, should no longer be considered independent, so should not serve on compensation, audit or nominating committees.

Vote: AGAINST 1A) Abelardo E. Bru, 1B) Robert W. Decherd.

2. Ratification of Independent Auditor

I have no reason to believe the auditor engaged in poor accounting practices or has a conflict of interest. Egan-Jones recommends voting against the auditor if they served for seven years. Independence becomes compromised by that time. Deloitte & Touche, LLP has served more than seven years. No other issues appear significant.

Vote: AGAINST

3. Executive Compensation

Kimberly-Clark 2020 Summary Compensation Table shows the highest paid named executive officer (NEO) was CEO/Chair Michael D Hsu at $12M. I’m using Yahoo! Finance to determine market cap ($47.6B) and I define large-cap as $10B, mid-cap as $2-10B, and small-cap as less than $2B. IBM is a large-cap company.

According to MyLogIQ , the median CEO compensation at large-cap corporations was $12.2M in 2019. Kimberly-Clark shares underperformed during the last five year time period but outperformed during the last one and two year time periods. The ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 254 to 1.

Egan-Jones Proxy Services writes:

We believe that the Company’s compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company’s long-term success and the enhancement of shareholder value. Therefore, we recommend a vote FOR this Proposal.

Given the median pay, outperformance and E-J recommendation, I think it is a close call but:

Vote: FOR

Kimberly-Clark 2020 Shareholder Proposals

This good governance proposal comes from me, so of course I voted FOR. Many boards and investors assume a false equivalency between rights of written consent and special meetings. However, any shareholder, regardless how many (or few) shares she owns, can seek to solicit written consents on a proposal.

By contrast, calling a special meeting may require a two-step process. A shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute proxies asking shareholders to vote on the proposal to be presented at the special meeting. This two-step process can take more time and expense than the one-step process of soliciting written consents, especially at Kimberly-Clark, which allows only investors with 25% of outstanding shares to call a special meeting, instead of 10%, as allowed by many companies.

E-G recomments FOR.

Vote: FOR

Kimberly-Clark 2020 CorpGov Recommendations

Proxy Insight reported the following as of when I last checked. 

Proxy Insight may have updated by the time I post this. Looking up a few funds announcing votes in advance, NYC Pensions voted FOR all items except Mae C. Jemison and Sherilyn S. McCoy. I wish they posted the reasons. 

CorpGov Votes:

1. Directors: AGAINST 1A) Abelardo E. Bru, 1B) Robert W. Decherd.
2. Auditor: AGAINST
3. Executive Pay: FOR
4. Right to Act by Written Consent: FOR

Kimberly-Clark 2021: Issues for Future Proposals

• No ability for shareholders to at by Written Consent
• 25% to call for a Special Meeting
• It appears they may not prohibit overboarding by directors. I would need to confirm.

Kimberly-Clark 2020: Mark Your Calendar

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 2021 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 November 6, 2020. 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.

Warnings

Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.

Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” chosen by aspiration. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.