KMB » Topics » Item 4. Submission of Matters to a Vote of Security Holders.

This excerpt taken from the KMB 10-K filed Feb 27, 2009.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the fourth quarter of 2008.

 

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Table of Contents

PART II

 

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The dividend and market price data included in Item 8, Note 20 to the Consolidated Financial Statements is incorporated in this Item 5 by reference.

 

Quarterly dividends have been paid continually since 1935. Dividends have been paid on or about the second business day of January, April, July and October. The dividend reinvestment service of Computershare Investor Services is available to Kimberly-Clark stockholders of record. The service makes it possible for Kimberly-Clark stockholders of record to have their dividends automatically reinvested in common stock and to make additional cash investments.

 

Kimberly-Clark common stock is listed on the New York Stock Exchange. The ticker symbol is KMB.

 

As of February 16, 2009, the Corporation had 29,350 holders of record of its common stock.

 

For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12 of this Form 10-K.

 

The Corporation repurchases shares of Kimberly-Clark common stock from time to time pursuant to publicly announced share repurchase programs. During 2008, the Corporation purchased $625 million worth of its common stock. The following table contains information for shares repurchased during the fourth quarter of 2008. None of the shares in this table were repurchased directly from any officer or director of the Corporation.

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period (2008)

   Total Number of
Shares Purchased(a)
   Average Price
Paid Per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Maximum Number
of Shares That
May Yet Be
Purchased Under
the Plans or
Programs

October 1 to 31

   1,134,600    $ 59.36    17,867,011    32,132,989

November 1 to 30

   133,400      56.89    18,000,411    31,999,589

December 1 to 31

   —        —      18,000,411    31,999,589
             

Total

   1,268,000         
             

 

(a) All share repurchases between October 1, 2008 and December 31, 2008 were made pursuant to a share repurchase program authorized by the Corporation’s Board of Directors on July 23, 2007, which allows for the repurchase of 50 million shares in an amount not to exceed $5.0 billion.

 

In addition, during October, November and December 2008, the Corporation purchased the following shares from current or former employees in connection with the exercise of employee stock options and other awards.

 

Month

   Shares    Amount

October

   633    $ 36,186

November

   —        —  

December

   2,941      163,355

 

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Table of Contents

PART II

(Continued)

 

 

This excerpt taken from the KMB 10-K filed Feb 22, 2008.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the fourth quarter of 2007.

 

14


Table of Contents

PART II

 

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
     MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The dividend and market price data included in Item 8, Note 19 to the Consolidated Financial Statements is incorporated in this Item 5 by reference.

 

Quarterly dividends have been paid continually since 1935. Dividends are paid on or about the second business day of January, April, July and October. The Automatic Dividend Reinvestment service of Computershare Investor Services is available to Kimberly-Clark stockholders of record. The service makes it possible for Kimberly-Clark stockholders of record to have their dividends automatically reinvested in common stock and to make additional cash investments up to $3,000 per quarter.

 

Kimberly-Clark common stock is listed on the New York Stock Exchange. The ticker symbol is KMB.

 

As of February 14, 2008, the Corporation had 30,458 holders of record of its common stock.

 

For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12 of this Form 10-K.

 

The Corporation regularly repurchases shares of Kimberly-Clark common stock pursuant to publicly announced share repurchase programs. During 2007, the Corporation purchased $2.8 billion worth of its common stock. The following table contains information for shares repurchased during the fourth quarter of 2007. None of the shares in this table were repurchased directly from any officer or director of the Corporation.

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period (2007)

   Total Number of
Shares
Purchased(a)
   Average Price
Paid Per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Maximum Number
of Shares That
May Yet Be
Purchased Under
the Plans or
Programs

October 1 to 31

   1,392,000    $ 69.95    5,534,411    44,465,589

November 1 to 30

   1,281,000      68.97    6,815,411    43,184,589

December 1 to 31

   1,199,000      69.25    8,014,411    41,985,589
             

Total

   3,872,000         
             

 

(a) All share repurchases between October 1, 2007 and December 31, 2007 were made pursuant to a share repurchase program authorized by the Corporation’s Board of Directors on July 23, 2007, which allows for the repurchase of 50 million shares in an amount not to exceed $5.0 billion.

 

In addition, during November and December 2007, 3,606 shares at a cost of $249,716 and 3,315 shares at a cost of $232,953, respectively, were purchased from current or former employees in connection with the exercise of employee stock options and other awards. No such shares were purchased during October 2007.

 

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Table of Contents

PART II

(Continued)

 

 

This excerpt taken from the KMB 10-K filed Feb 22, 2007.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the fourth quarter of 2006.

 

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Table of Contents

PART II


 

This excerpt taken from the KMB 10-Q filed May 5, 2005.

Item 4.  Submission of Matters to a Vote of Security Holders.

The 2005 Annual Meeting of Stockholders was held on Thursday, April 28, 2005, at the Four Seasons Resort and Club, 4150 North MacArthur Boulevard, Irving, Texas. Represented at the meeting in person or by proxy were 426,397,544 shares of common stock, or more than 88.5 percent of all shares of common stock outstanding.

Following is a list of directors elected to three-year terms expiring in 2008 and the corresponding vote tabulation for the shares represented at the meeting. Of the shares represented at the meeting, at least 96.7 percent voted for each nominee. There were no broker non-votes with respect to this matter.

Nominee
Votes For
Votes
Withheld

John F. Bergstrom 412,486,612  13,910,932 
Robert W. Decherd 421,108,967  5,288,577 
G. Craig Sullivan 421,039,363  5,358,181 

The Corporation’s other directors are Dennis R. Beresford, Pastora San Juan Cafferty, Thomas J. Falk, Claudio X. Gonzalez, Mae C. Jemison, M.D., Linda Johnson Rice and Marc J. Shapiro.

18


The stockholders also voted on two proposals at the Annual Meeting. The following table shows the vote tabulation for the shares represented at the meeting:

Proposal
Votes For
Votes
Against

Abstain
Broker
Non-votes

Corporation Proposal        

Selection of auditors
415,036,466  8,552,416  2,808,662 

Stockholder Proposal        

Relating to the adoption of Global
     Human Rights Standards 27,898,257  299,330,617  42,587,652  56,581,018 
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