8-K
Kenvue Inc. (KVUE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 10, 2026
Kenvue Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41697 | 88-1032011 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1 Kenvue Way<br><br> <br>Summit, New Jersey | 07901 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 874-1200
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | KVUE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2026, Kenvue Inc. (the “Company”) announced that Amit Banati, the current Chief Financial Officer, will step down from his role effective May 12, 2026. On April 10, 2026, the Company appointed Heather Howlett, the Company’s current Chief Accounting Officer, as interim Chief Financial Officer and Chief Accounting Officer, effective May 12, 2026. Ms. Howlett will serve as the Company’s principal financial officer and principal accounting officer during her term as interim Chief Financial Officer and Chief Accounting Officer.
Ms. Howlett, age 48, has served as Chief Accounting Officer of the Company since May 2023. Ms. Howlett joined Johnson & Johnson in September 2022 as the Chief Accounting Officer Designee for Johnson & Johnson’s planned New Consumer Health Company in anticipation of the Company’s separation. Previously, Ms. Howlett served as the Chief Accounting Officer for Trane Technologies from March 2020 to August 2022, following roles of increasing responsibility at Trane Technologies, Catalent Pharma Solutions, Honeywell and Tyco and more than a decade at PricewaterhouseCoopers LLP.
Pursuant to the offer letter entered into by the Company and Ms. Howlett in connection with her appointment as interim Chief Financial Officer, Ms. Howlett will receive a monthly stipend of $125,000 (in addition to her current compensation package), to be paid each month in which she serves as interim Chief Financial Officer (prorated for partial months). There will be no other changes to Ms. Howlett’s compensation or benefits as a result of her serving as interim Chief Financial Officer.
The above description of the offer letter between the Company and Ms. Howlett is qualified in its entirety by the full text of the agreement, which is attached as Exhibit. 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Howlett and any of the Company’s executive officers or directors or persons nominated or chosen by the Company to become a director or executive officer. There is no arrangement or understanding between Ms. Howlett and any other person pursuant to which Ms. Howlett was appointed as an officer of the Company.
Ms. Howlett’s compensation for fiscal year 2026 includes: (1) an annual base salary of $544,116; (2) an annual target bonus of $299,264; and (3) annual grant of an equity award with aggregate fair market value of $420,000.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, regarding the appointment of Ms. Howlett and the work she will do for the Company. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “may,” “will,” “anticipates,” “estimates,” “aims,” and other words of similar meaning in conjunction with, among other things: discussions of future operations and expected costs and payments. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current beliefs, expectations and assumptions of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results and financial condition could vary materially from the expectations and projections of the Company and its affiliates. Potential risks and uncertainties that could cause actual events and results described in this Current Report on Form 8-K to differ from those expected include, among others, risks around senior leadership changes, personnel distractions and disruptions to our business.
A list and descriptions of additional risks, uncertainties and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and other filings, available at www.kenvue.com or on request from the Company. The Company and its affiliates undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise, other than as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Offer Letter, dated as of April 10, 2026, by and between Kenvue Brands LLC and Heather Howlett. |
| 104 | The cover page from Kenvue’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENVUE INC. | |||
|---|---|---|---|
| Date: April 15, 2026 | By: | /s/ Matthew Orlando | |
| Name: | Matthew Orlando | ||
| Title: | General Counsel |
Exhibit 10.1
April 10, 2026
Ms. Heather Howlett
Sent via email
Dear Heather:
I am pleased to confirm the offer to serve as Interim Chief Financial Officer (“Interim CFO”) of Kenvue Inc. (“Kenvue”), effective as of May 12, 2026 (the “Start Date”) through the closing of the merger transaction contemplated by that Agreement and Plan of Merger, by and among Kenvue, Kimberly-Clark Corporation, and the other parties thereto, dated as of November 2, 2025 (the “Closing”). During this period, you will continue to also serve in your current role of Chief Accounting Officer and Controller of Kenvue. I am confident that your extensive experience and impressive skills make you an invaluable asset to Kenvue in this new role.
Your employer of record will continue to be Kenvue Brands LLC (together with its parent and affiliates, the “Company”).
The following represents our offer to you:
Compensation
Since you will be designated an Executive Officer of the Company, the grant of all compensation, including the amount, structure, and other terms, is at the discretion of the Compensation & Human Capital Committee (“CHCC”) of the Board, subject to their approval and contingent upon individual and Company performance. The continuation of any compensation or benefits program is subject to the CHCC’s and/or the Company’s discretion.
In respect of your service as Interim CFO, you will receive a monthly stipend during the period beginning on the Start Date and ending on the Closing, prorated for partial months, and which will be paid bi-weekly, of $125,000, less applicable deductions and withholdings (the “Stipend”). In all other respects, your compensation and benefits, including your base salary, target bonus and outstanding equity awards, will remain unchanged. In particular, and for the avoidance of doubt, your level of benefits under the Amended and Restated Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies (the “Severance Plan”) will remain unchanged. Furthermore, the Stipend will not be considered compensation for any other purposes and, in particular, will not be taken into account when determining your annual bonus, level of severance or for purposes of the 401(k) plan.
Compensation Recoupment
You will be subject to any clawback or recoupment provisions as may be required by applicable laws or Company policies in effect and generally applicable to Company executives from time to time, including the Company’s Compensation Recoupment Policy for Significant Misconduct and the Incentive Compensation Recovery Policy.
Offer Requirements/Miscellaneous
By accepting this offer you are reaffirming the Employee Secrecy, Intellectual Property, Non-Competition, and Non-Solicitation Agreement of the Company that you previously entered into. Please be aware that, in addition to, among other things, prohibiting your disclosure of the Company’s confidential information, we expect you to retain in confidence and not disclose or use in your employment with us any confidential information you have obtained from any other entity you have provided services to.
It is acknowledged and agreed that the termination of your service as Interim CFO and the associated termination of the Stipend will not constitute “good reason” for purposes of the Severance Plan or any other compensation or benefit plan or arrangement. For the avoidance of doubt, any change in your status as Chief Accounting Officer and Controller or any reduction in your compensation or benefits (other than the Stipend) may still qualify as “good reason,” as determined pursuant to the terms of any such plan or arrangement.
Benefits
As noted above, your benefits will not change as a result of becoming Interim CFO.
Kenvue Brands LLC, 1 Kenvue Way, Summit, NJ 07901; website: www.kenvue.com
Personal Information Notice
The Company maintains an employment-at-will relationship with its employees. This means that both you and the Company retain the right to terminate this employment relationship at any time with or without cause or notice. All salary, bonuses, allowances, and other payments and benefits referred to in this letter will be subject to applicable state and Federal income taxes.
This offer letter constitutes our complete offer. Any promises or representations, either oral or written, not contained in this letter and the documents referred to herein, are not valid and are not binding on the Company. This offer letter will be binding upon the later of (1) your execution and return of the offer letter and (2) approval of your appointment by the Board. Once binding in accordance with the foregoing, this offer letter will also be binding on any of the permitted successors and assigns of the Company.
We are pleased to offer you the position of Interim CFO. Please signify your acceptance of this offer of employment by signing and returning this document via secure email. If you have any questions, please contact me.
Sincerely,
Kirk Perry
| Agreed & Accepted: | |
|---|---|
| *Offeree’s signature (or printed name if by email) | Date |
*Note: The Company accepts electronic signatures on Applications for Employment and offer letters. If you choose to use an electronic signature to accept this offer, you acknowledge and agree to the following:
“I understand that – pursuant to the Electronic Signature in Global and National Commerce Act – returning the signed offer letter from my e-mail account shall have the same legal effect and validity with respect to the acknowledgments set forth above as my handwritten signature.”
Kenvue Brands LLC recognizes electronic signature for offer acceptance as valid provided that the email account used to return the offer acceptance, and the email account noted on the applicant’s Employment Application (or for internal employees their online bid application), are identical.
Kenvue Brands LLC, 1 Kenvue Way, Summit, NJ 07901; website: www.kenvue.com