Kenvue Inc. (KVUE, Financial) has entered into a significant cooperation agreement with Starboard Value and Opportunity Master Fund Ltd and its affiliates. As part of this agreement, Kenvue will temporarily expand its Board of Directors from eleven to fourteen members. This strategic move includes the immediate appointment of Sarah Hofstetter, Erica Lilith Mann, and Jeffrey C. Smith as directors, with their terms set to expire at the 2025 annual meeting of stockholders.
The agreement outlines that Kenvue will nominate these new appointees, along with ten incumbent directors, for election at the upcoming 2025 Annual Meeting. In return, Starboard has agreed to withdraw its previous director nominations and will support Kenvue's director nominees, adhering to the Board's recommendations on other proposals, subject to certain conditions.
Additionally, the agreement includes customary standstill provisions effective until the earlier of fifteen business days before the 2026 annual meeting nomination deadline or ninety days before the first anniversary of the 2025 Annual Meeting. The cooperation agreement also covers committee memberships for the new appointees, procedures for replacements, non-disparagement clauses, and expense reimbursement.
Sarah Hofstetter, currently the president of Profitero, Ltd., will join the Audit Committee, while Erica Lilith Mann will be part of the Nominating, Governance & Sustainability Committee. Jeffrey C. Smith, the Starboard appointee, will serve on the Compensation & Human Capital Committee.
This strategic collaboration aims to strengthen Kenvue's governance framework and align with shareholder interests, potentially enhancing the company's long-term value proposition.
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