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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kenvue Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
Kenvue Reports Second Quarter 2025 Results Kenvue Reports Second Quarter 2025 Results •Net Sales (4.0)%; Organic Sales1 (4.2)% •Diluted EPS was $0.22; Adjusted Diluted EPS1 was $0.29 •Continues to Advance Ongoing Review of Strategic Alternatives, While Taking Actions to Accelerate Profitable Growth Under the New Executive Team •Revises Outlook for FY’25 SUMMIT, N.J. August 7, 2025 – Kenvue Inc. (NYSE: KVUE) today announced financial result |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact na |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 7, 2025 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 001-41697 88-1032011 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 14, 2025 |
Offer Letter between Kirk Perry and Kenvue Brands LLC Exhibit 10.1 July 13, 2025 Mr. Kirk L. Perry Dear Kirk: I am pleased to confirm the offer to serve as Interim Chief Executive Officer (“Interim CEO”) of Kenvue Inc. (“Kenvue”), reporting directly to the Board of Directors of Kenvue (the “Board”). I am confident that your extensive experience and impressive skills make you an invaluable asset to Kenvue in this new role. Your start date is July 14, |
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| July 14, 2025 |
Kenvue Announces CEO Transition and Actions to Unlock Shareholder Value Exhibit 99.1 PRESS RELEASE SUMMIT, N.J. Kenvue Announces CEO Transition and Actions to Unlock Shareholder Value ● Appoints Current Kenvue Director and Proven CPG and Technology Company Leader, Kirk Perry, as Interim CEO, Effective Immediately ● Announces Ongoing Review of Strategic Alternatives ● Reports Select Preliminary Second Quarter 2025 Financial Results July 14, 2025 Kenvue Inc. (NYSE: KVUE |
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| July 14, 2025 |
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): July 13, 2025 Kenvue Inc. |
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| June 24, 2025 |
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): June 17, 2025 Kenvue Inc. |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Kenvue Inc. (Exact name of the registrant as specified in its charter) Delaware 001-41697 88-1032011 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1 Kenvue Way Summit, New Jersey 07901 (Address of principal executi |
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| May 27, 2025 |
Submission of Matters to a Vote of Security Holders 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): May 22, 2025 Kenvue Inc. |
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| May 22, 2025 |
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): May 22, 2025 Kenvue Inc. |
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| May 22, 2025 |
Exhibit 4.1 EXECUTION VERSION KENVUE INC. 4.850% Senior Notes due 2032 Second Supplemental Indenture Dated as of May 22, 2025 Deutsche Bank Trust Company Americas, as Trustee TABLE OF CONTENTS PAGE ARTICLE ONE CERTAIN DEFINITIONS 1 ARTICLE TWO SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL 3 Section 2.01. Scope of Supplemental Indenture and Terms 3 ARTICLE THREE REDEMPTION 4 Section 3.01. Redemption at |
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| May 21, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 Kenvue Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing F |
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| May 21, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 20, 2025 Kenvue Inc. |
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| May 21, 2025 |
Exhibit 1.1 Execution Version Kenvue Inc. 4.850% Senior Notes Due 2032 Underwriting Agreement May 20, 2025 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 c/o Deutsche Bank Securities Inc. 1 Columbus Circle New York, |
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| May 21, 2025 |
Kenvue Inc. $750,000,000 4.850% Senior Notes due 2032 Filed Pursuant to Rule 424(b)(2) Registration No. 333-285172 PROSPECTUS SUPPLEMENT (To Prospectus dated February 24, 2025) Kenvue Inc. $750,000,000 4.850% Senior Notes due 2032 Kenvue Inc. is offering $750,000,000 aggregate principal amount of 4.850% senior notes due 2032 (the “notes”). The notes will bear interest at a rate of 4.850% per year, payable semi-annually on May 22 and November 22 of ea |
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| May 20, 2025 |
PRICING TERM SHEET KENVUE INC. May 20, 2025 $750,000,000 4.850% Senior Notes due 2032 Filed Pursuant to Rule 433 Registration No. 333-285172 February 24, 2025 Relating to Preliminary Prospectus Supplement dated May 20, 2025 PRICING TERM SHEET KENVUE INC. May 20, 2025 $750,000,000 4.850% Senior Notes due 2032 Summary of Terms Issuer: Kenvue Inc. Issue: 4.850% Senior Notes due 2032 (the “Notes”) Trade Date: May 20, 2025 Settlement Date (T+2):* May 22, 2025 Anticipated Ratings:** A1 ( |
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| May 20, 2025 |
SUBJECT TO COMPLETION, DATED MAY 20, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-285172 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted SUBJECT TO COM |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact n |
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| May 8, 2025 |
Offer letter between Amit Banati and Kenvue Brands LLC Exhibit 10.1 May 5, 2025 Mr. Amit Banati [address redacted] Dear Amit: I am pleased to confirm the offer to join Kenvue as Chief Financial Officer. I am confident that your extensive experience and impressive skills make you an invaluable addition to our leadership team. Your expected start date is May 12, 2025 and your employer of record will be Kenvue Brands LLC (together with its parent and aff |
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| May 8, 2025 |
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): May 5, 2025 Kenvue Inc. |
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| May 8, 2025 |
Kenvue Reports First Quarter 2025 Results Exhibit 99.1 Kenvue Reports First Quarter 2025 Results ● Net Sales (3.9)%; Organic Sales1 (1.2)% ● Maintains Focus On Accelerating Profitable Growth and Optimizing Cost Structure, While Successfully Completing TSA Exits ● Updates Outlook for FY’25 for Incremental Tariff Costs and Currency SUMMIT, N.J. May 8, 2025 – Kenvue Inc. (NYSE: KVUE) today announced financial results for the first quarter en |
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| May 8, 2025 |
Kenvue Announces Chief Financial Officer Transition Exhibit 99.2 Kenvue Announces Chief Financial Officer Transition ● Amit Banati, 30-Year Consumer Products Company Finance and Operations Veteran, Appointed CFO ● Succeeds Paul Ruh, Effective May 12, 2025 SUMMIT, N.J., May 8, 2025 – Kenvue Inc. (NYSE: KVUE), today announced the appointment of Amit Banati as the Company’s Chief Financial Officer, effective May 12, 2025. He will be responsible for ov |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 25, 2025 |
KENVUE INC. 1 Kenvue Way Summit, New Jersey 07901 KENVUE INC. 1 Kenvue Way Summit, New Jersey 07901 April 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street NE Washington, D.C. 20549 Attention: Tracey Houser, Terence O’Brien Re: Kenvue Inc. Form 10-K for Fiscal Year Ended December 29, 2024 Filed February 24, 2025 Form 8-K Filed February 6, |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive |
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| March 5, 2025 |
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): March 5, 2025 Kenvue Inc. |
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| March 5, 2025 |
Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”) is made and entered into as of March 5, 2025, by and between Kenvue Inc., a Delaware corporation (the “Company”), and the entities and natural person set forth in the signature pages to this Agreement (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Pa |
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| March 5, 2025 |
Exhibit 99.1 Kenvue Announces Three New Appointments to Board of Directors Company and Starboard Value LP Enter into Cooperation Agreement SKILLMAN, N.J. – March 5, 2025 – Kenvue Inc. (NYSE: KVUE), the world’s largest pure-play consumer health company by revenue, today announced the appointment of two new independent directors, Sarah Hofstetter, President of Profitero, Ltd., and Erica Mann, former |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 29, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact name o |
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| February 24, 2025 |
Exhibit 10.16 , 2025 JPMorgan Chase Bank, N.A. as Administrative Agent 500 Stanton Christiana Rd. NCC5 / 1st Floor Newark, DE 19713 Attention: Loan & Agency Services Group Tel: +1-302-634-3367 Email: [email protected] Kenvue Inc. – Credit Agreement Ladies and Gentlemen: Reference is made to the Credit Agreement, dated as of March 6, 2023 (as amended, supplemented or otherwise modified from ti |
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| February 24, 2025 |
As filed with the Securities and Exchange Commission on February 24, 2025 As filed with the Securities and Exchange Commission on February 24, 2025 Registration No. |
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| February 24, 2025 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified |
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| February 24, 2025 |
Calculation of Filing Fee Tables S-3 Kenvue Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing F |
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| February 24, 2025 |
Exhibit 10.20 Amendment to Addendum 2 to the Employment Agreement dated June 22, 2022 between JNTL Consumer Health I (Switzerland) GmbH Gubelstrasse 34, CH-6300 Zug (hereinafter: "Employer") And Carlton Lawson born on June 21, 1968, United Kingdom citizen domiciled at Volkmarstrasse 6, CH-8006 Zurich (hereinafter: "Employee") On June 22 / June 25, 2022, the Employer and the Employee entered into a |
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| February 24, 2025 |
Exhibit 19 KENVUE INC. STOCK TRADING POLICY FOR DIRECTORS, EXECUTIVE OFFICERS AND INSIDERS Federal and state laws prohibit Insiders (as defined below) from buying or selling securities of Kenvue Inc. (“Kenvue” or the “Company”) (or any other company) when they are aware of material non-public information about Kenvue (or such other company) and from passing along (or “tipping”) such information to |
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| February 24, 2025 |
Exhibit 21 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. as of December 29, 2024 is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Beijing Dabao Cosmetics Co., Ltd. China Carlo Erba OTC S.r.l. Italy Debs-Vogue Corporation Proprietary Limited (De-registered 01/20/2024) Sou |
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| February 24, 2025 |
Exhibit 10.12 FIRSTAMENDMENT TO TRANSITION MANUFACTURINGAGREEMENT This FIRST AMENDMENT TO THE TRANSITION MANUFACTURING AGREEMENT, dated as of December 26, 2024 (this “First Amendment”) is entered into by and between KENVUE INC., a Delaware corporation (“Kenvue”), and JOHNSON & JOHNSON, a New Jersey corporation (“J&J”). Kenvue & J&J may each be referred to herein as a “Party”, and collectively, as |
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| February 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 6, 2025 Kenvue Inc. |
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| February 6, 2025 |
Kenvue Reports Full Year and Fourth Quarter 2024 Results Kenvue Reports Full Year and Fourth Quarter 2024 Results •Q4 Net Sales Decreased 0. |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2024 Kenvue Inc. |
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| November 7, 2024 |
Kenvue Reports Third Quarter 2024 Results Kenvue Reports Third Quarter 2024 Results •Net Sales Decreased 0.4% to $3.9 Billion; Organic Growth1 was 0.9% •Gross Profit Margin Expansion and Our Vue Forward Savings Fuel Increased Marketing Investment •Diluted EPS was $0.20; Adjusted Diluted EPS1 was $0.28 SKILLMAN, N.J. November 7, 2024 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), today announced financial results for the fiscal third quarter ended |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 29, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exa |
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| October 16, 2024 |
KVUE / Kenvue Inc. / STATE STREET CORP Passive Investment SC 13G/A 1 KenvueInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KENVUE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 49177J102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| August 6, 2024 |
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): August 6, 2024 Kenvue Inc. |
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| August 6, 2024 |
Kenvue Reports Second Quarter 2024 Results Kenvue Reports Second Quarter 2024 Results •Net Sales of $4.0 Billion decreased 0.3%; Organic Growth1 was +1.5% •Diluted EPS was $0.03; Adjusted Diluted EPS1 was $0.32 •Productivity gains fuels accelerated investment in brands for future growth •Reaffirms Outlook for FY24 Net Sales Growth and Adjusted Diluted EPS SKILLMAN, N.J. August 6, 2024 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), today announced |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact na |
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| July 31, 2024 |
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): July 30, 2024 Kenvue Inc. |
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| July 10, 2024 |
KVUE / Kenvue Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Kenvue Inc Title of Class of Securities: Common Stock CUSIP Number: 49177J102 Date of Event Which Requires Filing of this Statement: June 28, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b |
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| May 28, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 23, 2024 Kenvue Inc. |
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| May 20, 2024 |
KVUE / Kenvue Inc. / JOHNSON & JOHNSON - SCHEDULE 13G/A Passive Investment SC 13G/A 1 s13ga051724-kenvue.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Kenvue Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 49177 |
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| May 15, 2024 |
182,329,550 Shares Kenvue Inc. Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-279353 Prospectus 182,329,550 Shares Kenvue Inc. Common Stock The selling shareholders identified in this prospectus are offering 182,329,550 shares of the common stock of Kenvue Inc. (“Kenvue”). We are not selling any shares of common stock under this prospectus, and we will not receive any of the proceeds from the sale of shares of our common |
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| May 13, 2024 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Beijing Dabao Cosmetics Co., Ltd. China Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation Proprietary Limited South Africa JNTL (APAC) |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024. As filed with the Securities and Exchange Commission on May 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standar |
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| May 13, 2024 |
Exhibit 1.1 Kenvue Inc. Common Stock, par value $0.01 per share Underwriting Agreement [l], 2024 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule II hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, Ne |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee New |
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| May 13, 2024 |
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 May 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Ben Richie Re: Kenvue Inc. Registration Statement o |
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| May 13, 2024 |
KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. Ben Richie Kenvue Inc. Registration Statement on Form S-1 File No. 333-279353 May 13, 2024 Dear Mr. Richie: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commissi |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact n |
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| May 7, 2024 |
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): May 6, 2024 Kenvue Inc. |
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| May 7, 2024 |
Kenvue Reports First Quarter 2024 Results Q1’24: Net Sales Increased 1.1% to $3.9 Billion with Organic Growth1 of 1.9% Q1’24: Diluted Earnings per Share of $0.15; Adjusted Diluted Earnings per Share1 of $0.28 Reaffirms Fiscal Year 2024 Outlook SKILLMAN, N.J. May 7, 2024 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), today announced financial results for the fiscal first quarter ended March 31, 2024. “We e |
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| April 15, 2024 |
Confidential Treatment Requested by Kenvue Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by Kenvue Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on April 15, 2024. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE CO |
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| April 15, 2024 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Beijing Dabao Cosmetics Co., Ltd. China Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation Proprietary Limited South Africa JNTL (APAC) |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 1, 2024 |
Exhibit 97 Kenvue Inc. Incentive Compensation Recovery Policy A.PURPOSE This Incentive Compensation Recovery Policy (this “Recovery Policy”) is adopted by Kenvue Inc., a Delaware corporation (the “Company”), as of December 1, 2023 (the “Effective Date”) as required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 under the Exchange Act and the appl |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact name o |
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| March 1, 2024 |
EXHIBIT 10.20 KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL NONQUALIFIED STOCK OPTION AWARD AGREEMENT Granted To: #ParticipantName# Grant Date: #GrantDate# WWID #: #EmployeeID# Total Shares: #QuantityGranted# Vesting Commencement Date: December 1, 2023 Purchase Price Per Share: $20.81 Scheduled Vesting Date: The dates set forth in the table below (each, a “Scheduled Vesting Date”). Grant No. Grant T |
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| March 1, 2024 |
EXHIBIT 10.19 KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL PERFORMANCE SHARE UNIT AWARD AGREEMENT Granted To: #ParticipantName# WWID #: #EmployeeID# Target Number of PSUs: #QuantityGranted# Grant Date: #GrantDate# Performance Period: December 1, 2023 – November 30, 2026 Vesting Commencement Date: December 1, 2023 Scheduled Vesting Date: The third anniversary of the Vesting Commencement Date (the “S |
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| March 1, 2024 |
EXHIBIT 10.21 KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT Granted To: #ParticipantName# WWID #: #EmployeeID# Total Number of RSUs: #QuantityGranted# Grant Date: #GrantDate# Scheduled Vesting Dates: the dates set forth in the table below (each, a “Scheduled Vesting Date”) Vesting Commencement Date: December 1, 2023 Grant No. Grant Type No. of Units Scheduled Ve |
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| March 1, 2024 |
by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10. EXHIBIT 10.10 Form of Transition Services Agreement (Inclusive of Cumulative Amendments) This TRANSITION SERVICES AGREEMENT (this “Agreement”) is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). WHEREAS, pursuant to the Separation Agreement, dated as of May 3, 2023 (the “Separation Agreement”), between Kenvue and J&J, J&J separated in |
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| March 1, 2024 |
Exhibit 21 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. as of December 31, 2023 is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Beijing Dabao Cosmetics Co., Ltd. China Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation (Proprietary) Limited S |
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| March 1, 2024 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Kenvue Inc. (“Kenvue”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. General Our authorized capital stock consists of: •12,500,000,000 shares of common stock, par va |
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| February 13, 2024 |
KVUE / Kenvue Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01274-kenvueinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Kenvue Inc Title of Class of Securities: Common Stock CUSIP Number: 49177J102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 8, 2024 |
Kenvue Reports Full Year and Fourth Quarter 2023 Results FY’23: Net Sales Increased 3. |
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| February 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 8, 2024 Kenvue Inc. |
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| January 24, 2024 |
KVUE / Kenvue Inc. / JOHNSON & JOHNSON - SCHWEDULE 13G Passive Investment SC 13G 1 s13g011924-kenvue.htm SCHWEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Kenvue Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 49177J102 |
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| December 5, 2023 |
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): December 5, 2023 Kenvue Inc. |
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| November 17, 2023 |
Financial Statements and Exhibits, Other Events 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): November 17, 2023 Kenvue Inc. |
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| November 3, 2023 |
Exhibit 10.3 KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL PERFORMANCE SHARE UNIT AWARD AGREEMENT Granted To: [●] WWID #: [●] Target Number of PSUs: [●] Grant Date: [●] Performance Period: September 30, 2023 – September 30, 2026 Vesting Commencement Date: [●] Scheduled Vesting Date: The third anniversary of the Grant Date (the “Scheduled Vesting Date”) Certification Date: The date on which the Commi |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact |
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| November 3, 2023 |
Exhibit 10.4 KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL NONQUALIFIED STOCK OPTION AWARD AGREEMENT Granted To: [●] Grant Date: [●] WWID #: [●] Total Shares: [●] Vesting Commencement Date: [●] Purchase Price Per Share: $[●] Scheduled Vesting Date: One-hundred percent (100%) of the Option shall vest on [●] (the “Scheduled Vesting Date”). In addition to such other conditions as may be established by |
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| November 3, 2023 |
Exhibit 10.2 KENVUE INC. AMENDED & RESTATED DEFERRED FEE PLAN FOR DIRECTORS 1.Purpose. The purpose of the Kenvue Inc. Deferred Fee Plan for Directors (the "Plan") is to provide certain members of the Board of Directors (the "Board") of Kenvue Inc. (the "Company", and such members, the "Directors") the opportunity to defer receipt of compensation earned as a Director to a date following termination |
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| November 3, 2023 |
Exhibit 10.1 EXECUTIVE SEVERANCE PAY PLAN OF KENVUE INC. AND U.S. AFFILIATED COMPANIES Effective as of August 23, 2023 (“Effective Date”) ARTICLE 1 General 1.1 Purpose – The Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies was established by Kenvue to provide severance pay and other benefits under certain circumstances to Eligible Employees whose employment with a U.S. Aff |
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| November 3, 2023 |
Preferability Letter of PricewaterhouseCoopers LLP, dated November Exhibit 18 Board of Directors Kenvue Inc. 199 Grandview Road Skillman, NJ 08558 Dear Directors: We are providing this letter to you for inclusion as an exhibit to Kenvue Inc.’s (the “Company’s”) Quarterly Report on Form 10-Q for the period ended October 1, 2023, (the “Form 10-Q”) pursuant to Item 601 of Regulation S-K. We have been provided a copy of the Company’s Form 10-Q. Footnote X therein des |
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| October 26, 2023 |
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): October 26, 2023 Kenvue Inc. |
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| October 26, 2023 |
Kenvue Reports Healthy Third Quarter 2023 Results Net Sales Increased 3.3% to $3.9 billion with Organic Growth1 of 3.6% Reported Diluted EPS of $0.23 and Adjusted Diluted EPS1 of $0.31 Declares Quarterly Cash Dividend of $0.20 Per Share SKILLMAN, N.J. October 26, 2023 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), the world’s largest pure-play consumer health company by revenue, today announced financial |
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| September 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274376 Kenvue Inc. Offer to Exchange up to $750,000,000 principal amount of our 5.500% Senior Notes due 2025 registered under the Securities Act, for any and all outstanding unregistered 5.500% Senior Notes due 2025; up to $750,000,000 principal amount of our 5.350% Senior Notes due 2026 registered under the Securities Act, for any and all outs |
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| September 14, 2023 |
KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Abby Adams Kenvue Inc. Registration Statement on Form S-4 File No. 333-274376 September 14, 2023 Dear Ms. Adams: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commiss |
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| September 6, 2023 |
Exhibit 99.3 KENVUE INC. Offer to Exchange $750,000,000 principal amount of 5.500% Senior Notes due 2025, registered under the Securities Act of 1933, for any and all outstanding unregistered 5.500% Senior Notes due 2025 (CUSIP Nos. 49177JAA0 and U4912XAA1) $750,000,000 principal amount of 5.350% Senior Notes due 2026, registered under the Securities Act of 1933, for any and all outstanding unregi |
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| September 6, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0 |
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| September 6, 2023 |
As filed with the U.S. Securities and Exchange Commission on September 6, 2023. As filed with the U.S. Securities and Exchange Commission on September 6, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or Other Jurisdiction of Incorporation or Organization) (Prima |
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| September 6, 2023 |
Exhibit 107 Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule(1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5. |
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| September 6, 2023 |
Exhibit 99.2 KENVUE INC. Offer to Exchange $750,000,000 principal amount of 5.500% Senior Notes due 2025, registered under the Securities Act of 1933, for any and all outstanding unregistered 5.500% Senior Notes due 2025 (CUSIP Nos. 49177JAA0 and U4912XAA1) $750,000,000 principal amount of 5.350% Senior Notes due 2026, registered under the Securities Act of 1933, for any and all outstanding unregi |
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| September 6, 2023 |
Exhibit 99.1 LETTER OF TRANSMITTAL KENVUE INC. Offer to Exchange $750,000,000 principal amount of 5.500% Senior Notes due 2025, registered under the Securities Act of 1933, for any and all outstanding unregistered 5.500% Senior Notes due 2025 (CUSIP Nos. 49177JAA0 and U4912XAA1) $750,000,000 principal amount of 5.350% Senior Notes due 2026, registered under the Securities Act of 1933, for any and |
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| September 6, 2023 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation (Proprietary) Limited South Africa JNTL (APAC) HoldCo 2 LLC Delaware JNTL (APAC) Hold |
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| September 6, 2023 |
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified |
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| September 6, 2023 |
As filed with the Securities and Exchange Commission on September 6, 2023. As filed with the Securities and Exchange Commission on September 6, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 88-1032011 (I.R.S. Employer I |
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| August 23, 2023 |
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): August 23, 2023 Kenvue Inc. |
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| August 23, 2023 |
Kenvue Becomes a Fully Independent Company Following Final Separation from Johnson & Johnson Exhibit 99.1 Kenvue Becomes a Fully Independent Company Following Final Separation from Johnson & Johnson 08/23/2023 SKILLMAN, N.J. — (BUSINESS WIRE) — Kenvue Inc. (NYSE: KVUE) (“Kenvue”) today announced its separation from Johnson & Johnson, marking its first day as a fully independent company. “This is a historic moment for Kenvue and with a singular focus on delivering innovative care solutions |
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| August 14, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273382 JOHNSON & JOHNSON Offer to Exchange Up to 1,533,830,450 Shares of Common Stock of KENVUE INC. Which are Owned by Johnson & Johnson for Outstanding Shares of Common Stock of JOHNSON & JOHNSON THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 18, 2023, UNLESS THE EXC |
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| August 10, 2023 |
KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attention: Jane Park Kenvue Inc. Registration Statement on Form S-4 File No. 333-273382 August 10, 2023 Dear Ms. Park: Pursuant to Rule 461 of the General Rules and Regulati |
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| August 3, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 3, 2023. As filed with the U.S. Securities and Exchange Commission on August 3, 2023. Registration No. 333-273382 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or Other Jurisdiction of Incorporation o |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact nam |
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| July 25, 2023 |
kenvue425-kenvuesavingsp Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 Plan Deadline: 4:00 PM New York City Time, August 15, 2023 IMMEDIATE ATTENTION REQUIRED Dear participant in the Kenvue Savings Plan and/or the Kenvue Retirement Savings Plan: Johnson & Johnson is offering its shareholders the |
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| July 25, 2023 |
Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 The following is a transcript of a presentation made by Tina Romani, Head of Investor Relations of Kenvue Inc., Thibaut Mongon, Chief Executive Officer of Kenvue Inc., and Paul Ruh, Chief Financial Officer of Kenvue Inc., on www.netroadshow.com in co |
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| July 25, 2023 |
kenvue425-roadshowpresen July 2023 Investor Presentation Disclaimer 2 Forward-Looking Statements This presentation contains certain statements about Johnson & Johnson and Kenvue that are forward-looking statements. |
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| July 24, 2023 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation (Proprietary) Limited South Africa JNTL (APAC) HoldCo 2 LLC Delaware JNTL (APAC) Hold |
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| July 24, 2023 |
Instruction Booklet to the Letter of Transmittal exhibit992-sx4 5 . N N N N N N N N N NNNNNNNNNNNN Instruction Booklet to the Letter of Transmittal for the OFFER TO EXCHANGE up to 1,533,830,450 Shares of Common Stock of KENVUE INC. which are beneficially owned by Johnson & Johnson for Shares of Common Stock of JOHNSON & JOHNSON Pursuant to the Prospectus dated July 24, 2023 This Instruction Booklet to the Letter of Transmittal provides informati |
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| July 24, 2023 |
kenvue425-day1prexallken Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 Dear Kenvuers, Today, Johnson & Johnson announced its intent to split-off at least 80.1% of the shares of Kenvue Inc. (“Kenvue”) through an exchange offer. As a reminder, Johnson & Johnson currently holds approximately 89.6% |
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| July 24, 2023 |
Form of Notice of Guaranteed Delivery Exhibit 99.3 Notice of Guaranteed Delivery for Shares of Common Stock of JOHNSON & JOHNSON Offer to Exchange up to 1,533,830,450 Shares of Common Stock of KENVUE INC. which are owned by Johnson & Johnson for Outstanding Shares of Common Stock of JOHNSON & JOHNSON (Not to be used for signature guarantees) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT |
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| July 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Newly |
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| July 24, 2023 |
Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 Kenvue To File Form S-4 Registration Statement in Connection with Johnson & Johnson Exchange Offer Announcement SKILLMAN, N.J. July 24, 2023 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”) announced that it intends to file a Form S-4 Registration Statement tod |
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| July 24, 2023 |
Exhibit 99.7 NOTICE TO PARTICIPANTS JOHNSON & JOHNSON SAVINGS PLAN JOHNSON & JOHNSON RETIREMENT SAVINGS PLAN In Connection with the Offer to Exchange Shares of Common Stock of Johnson & Johnson for Shares of Common Stock of Kenvue Inc. IMMEDIATE ATTENTION REQUIRED Este Aviso contiene información importante en inglés sobre sus derechos en el Plan. Si tiene alguna dificultad en comprender cualquier |
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| July 24, 2023 |
Form of Notice to Participants in Kenvue Savings Plan and Kenvue Retirement Savings Plan Exhibit 99.8 NOTICE TO PARTICIPANTS KENVUE SAVINGS PLAN KENVUE RETIREMENT SAVINGS PLAN In Connection with the Offer to Exchange Shares of Common Stock of Johnson & Johnson for Shares of Common Stock of Kenvue Inc. IMMEDIATE ATTENTION REQUIRED Este Aviso contiene información importante en inglés sobre sus derechos en el Plan. Si tiene alguna dificultad en comprender cualquier parte de este Aviso, f |
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| July 24, 2023 |
Exhibit 99.6 NOTICE OF WITHDRAWAL To Withdraw SHARES OF COMMON STOCK OF JOHNSON & JOHNSON Pursuant to the OFFER TO EXCHANGE up to 1,533,830,450 Shares of Common Stock of KENVUE INC. which are owned by Johnson & Johnson for Shares of Common Stock of JOHNSON & JOHNSON Pursuant to the Prospectus dated July 24, 2023 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY |
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| July 24, 2023 |
kenvue425-day1prexvueart Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 Today, Johnson & Johnson announced its intention to “split off” Kenvue Inc. (“Kenvue”) shares through an exchange offer. Following the completion of our initial public offering (“IPO”) in May, Johnson & Johnson remained Kenvu |
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| July 24, 2023 |
1 Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 Kenvue Benefit Service Center (“BSC”) Talking Points Background On July 24, 2023, Johnson & Johnson announced that it is offering to exchange shares of Kenvue Inc. common stock that it owns for shares of Johnson & Johnson common stock (the “exchang |
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| July 24, 2023 |
Exhibit 99.5 JOHNSON & JOHNSON Offer to Exchange up to 1,533,830,450 Shares of Common Stock of KENVUE INC. Which are Owned by Johnson & Johnson For Shares of Common Stock of JOHNSON & JOHNSON Pursuant to the Prospectus dated July 24, 2023 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 18, 2023, UNLESS THE OFFER IS EXTENDE |
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| July 24, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 24, 2023. As filed with the U.S. Securities and Exchange Commission on July 24, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or Other Jurisdiction of Incorporation or Organization) (Primary S |
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| July 24, 2023 |
Exhibit 99.4 JOHNSON & JOHNSON Offer to Exchange up to 1,533,830,450 Shares of Common Stock of KENVUE INC. which are owned by Johnson & Johnson for Shares of Common Stock of JOHNSON & JOHNSON Pursuant to the Prospectus dated July 24, 2023 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 18, 2023, UNLESS THE OFFER IS EXTENDE |
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| July 24, 2023 |
exhibit991-sx4 NNNNNN C 1234567890 J N T Holder Account Number Account Number 1234567890 Control Codes 1234567890 C O Y 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 . |
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| July 24, 2023 |
kenvue425-day1prextop500 Leader Update Today, Johnson & Johnson announced its intent to split-off at least 80. |
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| July 24, 2023 |
kenvue425-messageonforyo KENVUE SAVINGS PLAN KENVUE RETIREMENT SAVINGS PLAN Johnson & Johnson is offering its shareholders the opportunity to exchange shares of Johnson & Johnson common stock for shares of Kenvue Inc. |
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| July 20, 2023 |
Filed by Kenvue Inc. pursuant to rule 425 under the Securities Act of 1933, as amended Subject Company: Johnson & Johnson Commission File No.: 1-3215 The following is an excerpt from Kenvue Inc.’s Second Quarter 2023 Earnings Call Webcast on July 20, 2023: Comments from Thibaut Mongon, Chief Executive Officer and Director: Before we begin, as you may have seen this morning, Johnson & Johnson annou |
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| July 20, 2023 |
Kenvue Debuts with Strong Second Quarter 2023 Results Net Sales Increased 5.4% to $4.0 billion with Organic Growth1of 7.7% Robust Net Sales and Organic Growth1 Across Segments and Geographic Regions Reported EPS $0.23 and Adjusted EPS1 $0.32 Initiates Quarterly Cash Dividend SKILLMAN, N.J. July 20, 2023 – Kenvue Inc. (NYSE: KVUE) (“Kenvue”), the world’s largest pure-play consumer health company by |
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| July 20, 2023 |
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): July 20, 2023 Kenvue Inc. |
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| July 20, 2023 |
July 20, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, DC 20549-3628 Attn: Perry Hindin, Special Counsel Re: Johnson & Johnson Draft Registration Statement Submitted Confidentially on June 23, 2023 Dear Mr. Hindin: This letter sets forth the response of Johnson & Johnson, a New Jersey corporation, to a |
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| June 23, 2023 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc. is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Carlo Erba OTC S.r.l. Italy Ci:z. Labo Co., Ltd. Japan Debs-Vogue Corporation (Proprietary) Limited South Africa JNTL (APAC) HoldCo 2 LLC Delaware JNTL (APAC) Hold |
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| June 23, 2023 |
As confidentially submitted to the U.S. Securities and Exchange Commission on June 23, 2023. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SE |
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| June 2, 2023 |
Exhibit 10.11 KENVUE INC. DEFERRED FEE PLAN FOR DIRECTORS 1.Purpose. The purpose of the Kenvue Inc. Deferred Fee Plan for Directors (the “Plan”) is to provide certain members of the Board of Directors (the “Board”) of Kenvue Inc. (the “Company”, and such members, the “Directors”) the opportunity to defer receipt of compensation earned as a Director to a date following termination of such service a |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 2, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-41697 Kenvue Inc. (Exact na |
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| May 8, 2023 |
EX-10.3 6 exhibit103-8xk.htm EX-10.3 Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023 TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01. Definitions 1 SECTION 1.02. Glossary of Defined Terms 5 ARTICLE II General SECTION 2.01. Employee Transfers and Wrong Pockets 6 SECTION 2.02. Employees Returning From Leave 6 SECTION 2.03. General |
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| May 8, 2023 |
Exhibit 99.1 Kenvue Inc. Long-Term Incentive Plan 1.PURPOSES. The purposes of the Plan are to provide long-term incentives to those employees, non-employee directors, independent contractors and consultants with responsibility for the success and growth of the Corporation and its Subsidiaries and Affiliates, to align more closely the interests of such persons with those of the Corporation’s shareh |
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| May 8, 2023 |
Exhibit 10.1 SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 2 ARTICLE II The Separation SECTION 2.01. Transfer of Assets and Assumption of Liabilities 18 SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements 20 SECTION 2.03. Termination of Intercompany Agreemen |
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| May 8, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Kenvue Inc. Long-Term Incent |
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| May 8, 2023 |
EX-10.8 11 exhibit108-8xk.htm EX-10.8 Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2023, between Johnson & Johnson, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (the “Company”). WHEREAS the Company intends to offer and sell to the public (the “IPO”), by means of a Registration Statement on Form S-1 (File No. 333-269115) filed with t |
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| May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023. As filed with the Securities and Exchange Commission on May 8, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 88-1032011 (I.R.S. Employer Identif |
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| May 8, 2023 |
Exhibit 10.7 Transition Manufacturing Agreement This TRANSITION MANUFACTURING AGREEMENT, dated as of May 3, 2023 (this “Agreement”), is entered into by and between KENVUE INC., a Delaware corporation (“Kenvue”), and JOHNSON & JOHNSON, a New Jersey corporation (“J&J”). Kenvue and J&J may each be referred to herein as a “Party”, and collectively, the “Parties”. WHEREAS, pursuant to the Separation Ag |
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| May 8, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| May 8, 2023 |
EX-3.2 3 exhibit32-8xk.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF KENVUE INC. A Delaware corporation (Adopted as of May 3, 2023) Kenvue Inc. (the “Corporation”), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts these Amended and Restated Bylaws (these “Bylaws”), which restate, amend and supersede the bylaws of |
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| May 8, 2023 |
Exhibit 10.2 TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definition of Terms 1 ARTICLE II Allocation of Tax Liabilities and Benefits SECTION 2.01. Indemnity by J&J 7 SECTION 2.02. Indemnity by Kenvue 8 SECTION 2.03. Allocation of Ordinary Taxes 8 SECTION 2.04. Allocation of Transfer Taxes |
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| May 8, 2023 |
Exhibit 10.6 This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 3, 2023, is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). WHEREAS, pursuant to the Separation Agreement, dated as of May 3, 2023 (the “Separation Agreement”), between Kenvue and J&J, J&J intends, among other things, to separate into two independent, |
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| May 8, 2023 |
EX-10.5 8 exhibit105-8xk.htm EX-10.5 Exhibit 10.5 TRADEMARK PHASE-OUT LICENSE AGREEMENT dated as of April 3, 2023 (this “Agreement”), by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and JOHNSON & JOHNSON CONSUMER INC. (“JJCI”). J&J and JJCI may be referred to herein individually as a “Party” and collectively as the “Parties”. R E C I T A L S WHEREAS, in connection with the Sepa |
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| May 8, 2023 |
Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Definitions 1 ARTICLE II TRANSFERRED INTELLECTUAL PROPERTY AND TECHNOLOGY AND ASSUMPTION OF LIABILITIES SECTION 2.01. Assignment of Intellectual Property 11 SECTION 2.02. Common Infrastructure Copyrights 13 SECTION 2.03. Co |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 3, 2023 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 001-41697 88-1032011 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 4, 2023 |
172,812,560 Shares Kenvue Inc. Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-269115 PROSPECTUS 172,812,560 Shares Kenvue Inc. Common Stock This is an initial public offering of shares of the common stock of Kenvue Inc. We are offering 172,812,560 shares of our common stock to be sold in this offering. Prior to this offering, there has been no public market for shares of our common stock. The initial public offering pric |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 88-1032011 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 199 Grandview Road Skillman, |
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| May 3, 2023 |
As filed with the Securities and Exchange Commission on May 3, 2023. As filed with the Securities and Exchange Commission on May 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or organization) (Primary Standard |
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| May 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) (2) Fee Rate Amount of Registration Fee ( |
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| May 1, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023. As filed with the Securities and Exchange Commission on May 1, 2023. Registration No. 333-269115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or organi |
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| May 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry |
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| May 1, 2023 |
May 1, 2023 Kenvue Inc. Amendment No. 5 to Registration Statement on Form S-1 File No. 333-269115 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) has filed today with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter and the Company’s Amendment No. 5 to the Registration Statement on Form S-1 (the “Amen |
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| May 1, 2023 |
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 May 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Abby Adams and Dorrie Yale Re: Kenvue Inc. Registration |
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| May 1, 2023 |
KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 KENVUE INC. 199 Grandview Road Skillman, New Jersey 08558 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Abby Adams Ms. Dorrie Yale Kenvue Inc. Registration Statement on Form S-1 File No. 333-269115 May 1, 2023 Dear Ms. Adams and Ms. Yale: Pursuant to Rule 461 of |
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| April 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Carry |
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| April 24, 2023 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc., after the Separation (as defined in the Registration Statement on Form S-1 initially filed with the SEC on January 4, 2023 (File No.: 333-269115)), is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Carlo Erba OTC |
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| April 24, 2023 |
Form of Separation Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.1 FORM OF SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 2 ARTICLE II The Separation SECTION 2.01. Transfer of Assets and Assumption of Liabilities 18 SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements 21 SECTION 2.03. Termination of Intercompany Ag |
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| April 24, 2023 |
Form of Tax Matters Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.2 FORM OF TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definition of Terms 1 ARTICLE II Allocation of Tax Liabilities and Benefits SECTION 2.01. Indemnity by J&J 7 SECTION 2.02. Indemnity by Kenvue 7 SECTION 2.03. Allocation of Ordinary Taxes 7 SECTION 2.04. Allocation of Transfer |
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| April 24, 2023 |
Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.6 Form of Transition Services Agreement This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2023, is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). WHEREAS, pursuant to the Separation Agreement, dated as of [●], 2023 (the “Separation Agreement”), between Kenvue and J&J, J&J intends, among other things, |
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| April 24, 2023 |
As filed with the Securities and Exchange Commission on April 24, 2023. As filed with the Securities and Exchange Commission on April 24, 2023. Registration No. 333-269115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or org |
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| March 30, 2023 |
EX-4.2 3 exhibit42-sx1a3.htm EX-4.2 Exhibit 4.2 KENVUE INC. 5.500% Senior Notes due 2025 5.350% Senior Notes due 2026 5.050% Senior Notes due 2028 5.000% Senior Notes due 2030 4.900% Senior Notes due 2033 5.100% Senior Notes due 2043 5.050% Senior Notes due 2053 5.200% Senior Notes due 2063 First Supplemental Indenture Dated as of March 22, 2023 Deutsche Bank Trust Company Americas, as Trustee TAB |
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| March 30, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| March 30, 2023 |
EX-4.3 4 exhibit43-sx1a3.htm EX-4.3 Exhibit 4.3 KENVUE INC. $750,000,000 5.500% Senior Notes due 2025 $750,000,000 5.350% Senior Notes due 2026 $1,000,000,000 5.050% Senior Notes due 2028 $1,000,000,000 5.000% Senior Notes due 2030 $1,250,000,000 4.900% Senior Notes due 2033 $750,000,000 5.100% Senior Notes due 2043 $1,500,000,000 5.050% Senior Notes due 2053 $750,000,000 5.200% Senior Notes due 2 |
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| March 30, 2023 |
March 30, 2023 Kenvue Inc. Amendment No. 3 to Registration Statement on Form S-1 File No. 333-269115 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) has filed today with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter and the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (the “A |
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| March 30, 2023 |
EX-10.10 5 exhibit1010-sx1a3.htm EX-10.10 Exhibit 10.10 THE KENVUE EXCESS SAVINGS PLAN (Effective January 1, 2023, except as otherwise provided) THE KENVUE EXCESS SAVINGS PLAN TABLE OF CONTENTS Page ARTICLE I - PURPOSE 1 ARTICLE II - DEFINITIONS 2 ARTICLE III - ELIGIBILITY 3 ARTICLE IV - AMOUNT AND METHOD OF PAYMENT OF BENEFITS 4 ARTICLE V - PLAN ADMINISTRATION 7 ARTICLE VI - AMENDMENT AND TERMINA |
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| March 30, 2023 |
Exhibit 4.1 KENVUE INC. INDENTURE Dated as of March 22, 2023 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee TABLE OF CONTENTS ARTICLE 1 Definitions and Incorporation by Reference Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation by Reference of Trust Indenture Act 6 Section 1.04. Rules of Construction 7 ARTICLE 2 The Securities Section 2.01. Issuable in Se |
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| March 30, 2023 |
Form of Kenvue Inc. Deferred Fee Plan for Directors Exhibit 10.11 FORM OF KENVUE INC. DEFERRED FEE PLAN FOR DIRECTORS 1.Purpose. The purpose of the Kenvue Inc. Deferred Fee Plan for Directors (the “Plan”) is to provide certain members of the Board of Directors (the “Board”) of Kenvue Inc. (the “Company”, and such members, the “Directors”) the opportunity to defer receipt of compensation earned as a Director to a date following termination of such s |
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| March 30, 2023 |
Exhibit 10.12 Form of Additional Incentive Agreement To: From: Joaquin Duato Boix Luani Alvarado Date: Re: Additional Incentive Agreement As you know, it is intended that the Consumer Health business will be separated (“Separation”) from the other business lines at Johnson & Johnson and its subsidiaries ("Parent") and ultimately operate as a stand- alone company with subsidiaries globally (collect |
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| March 30, 2023 |
As filed with the Securities and Exchange Commission on March 30, 2023. S-1/A 1 kenvues-1a3.htm S-1/A As filed with the Securities and Exchange Commission on March 30, 2023. Registration No. 333-269115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisd |
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| March 3, 2023 |
Consent of Joseph J. Wolk, Director Nominee Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Regist |
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| March 3, 2023 |
Consent of Michael E. Sneed, Director Nominee Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Form of Underwriting Agreement Exhibit 1.1 Kenvue Inc. Common Stock, par value $0.01 per share Underwriting Agreement [●], 2023 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC BofA Securities, Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New |
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| March 3, 2023 |
Form of Amended and Restated Certificate of Incorporation of Kenvue Inc. Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KENVUE INC. KENVUE INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of Delaware on February 23, 2022 under the na |
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| March 3, 2023 |
Consent of Richard E. Allison, Jr., Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Consent of Peter M. Fasolo, Director Nominee EX-99.3 9 exhibit993-sx1a2.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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| March 3, 2023 |
Consent of Melanie L. Healey, Director Nominee Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Exhibit 10.15 EMPLOYMENT AGREEMENT between Cilag GmbH International Gubelstrasse 34, CH-6300 Zug (hereinafter: "Employer") and Carlton Lawson born on [●] (hereinafter: "Employee") Preamble A) On May 25 / June 18, 2021, the Employee and the Employer entered into an employment agreement (such employment agreement including Addenda 1-3, collectively the "Current Employment Agreement"). B) Subject to |
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| March 3, 2023 |
Consent of Tamara S. Franklin, Director Nominee Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
As filed with the Securities and Exchange Commission on March 3, 2023. As filed with the Securities and Exchange Commission on March 3, 2023. Registration No. 333-269115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or orga |
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| March 3, 2023 |
March 3, 2023 Kenvue Inc. Amendment No. 2 to Registration Statement on Form S-1 File No. 333-269115 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) has filed today with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter and the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Am |
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| March 3, 2023 |
Consent of Betsy D. Holden, Director Nominee Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Consent of Seemantini Godbole, Director Nominee Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Consent of Vasant Prabhu, Director Nominee Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| March 3, 2023 |
Form of Amended and Restated Bylaws of Kenvue Inc. Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF KENVUE INC. A Delaware corporation (Adopted as of [l]) Kenvue Inc. (the “Corporation”), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts these Amended and Restated Bylaws (these “Bylaws”), which restate, amend and supersede the bylaws of the Corporation in their entirety |
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| February 3, 2023 |
CORRESP 1 filename1.htm February 3, 2023 Kenvue Inc. Amendment No. 1 to Registration Statement on Form S-1 File No. 333-269115 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) has filed today with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter and the Company’s Amendment No. 1 to the Registration Sta |
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| February 3, 2023 |
Exhibit 21.1 SUBSIDIARIES A list of subsidiaries of Kenvue Inc., after the Separation (as defined in the Registration Statement on Form S-1 initially filed with the SEC on January 4, 2023 (File No.: 333-269115)), is set forth below, indicating as to each the state or other jurisdiction of incorporation or organization. Name of Subsidiary Jurisdiction Backsvalan 6 Handelsbolag Sweden Carlo Erba OTC |
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| February 3, 2023 |
Exhibit 10.9 Form of Kenvue Inc. Long-Term Incentive Plan 1.PURPOSES. The purposes of the Plan are to provide long-term incentives to those employees, non-employee directors, independent contractors and consultants with responsibility for the success and growth of the Corporation and its Subsidiaries and Affiliates, to align more closely the interests of such persons with those of the Corporation’ |
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| February 3, 2023 |
Form of Registration Rights Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.8 Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, between Johnson & Johnson, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (the “Company”). WHEREAS the Company intends to offer and sell to the public (the “IPO”), by means of a Registration Statement on Form S-1 (File No. 333-269115) filed with the |
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| February 3, 2023 |
Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.6 Form of Transition Services Agreement This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2023, is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). WHEREAS, pursuant to the Separation Agreement, dated as of [●], 2023 (the “Separation Agreement”), between Kenvue and J&J, J&J intends, among other things, |
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| February 3, 2023 |
As filed with the Securities and Exchange Commission on February 3, 2023. As filed with the Securities and Exchange Commission on February 3, 2023. Registration No. 333-269115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or o |
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| February 3, 2023 |
Form of Employee Matters Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.3 FORM OF EMPLOYEE MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023 TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01. Definitions 1 SECTION 1.02. Glossary of Defined Terms 6 ARTICLE II General SECTION 2.01. Employee Transfers and Wrong Pockets 6 SECTION 2.02. Employees Returning From Leave 7 SECTION 2.03. General Allocation of Employee Liabili |
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| February 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) (2) Fee Rate Amount of Registration Fee Carr |
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| February 3, 2023 |
Transition Manufacturing Agreement, by and between Johnson & Johnson and Kenvue Exhibit 10.7 Form of Transition Manufacturing Agreement This TRANSITION MANUFACTURING AGREEMENT, dated as of [l], 2023 (this “Agreement”), is entered into by and between KENVUE INC., a Delaware corporation (“Kenvue”), and JOHNSON & JOHNSON, a New Jersey corporation (“J&J”). Kenvue and J&J may each be referred to herein as a “Party”, and collectively, the “Parties”. WHEREAS, pursuant to the Separat |
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| January 4, 2023 |
Form of Separation Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.1 FORM OF SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [?], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 2 ARTICLE II The Separation SECTION 2.01. Transfer of Assets and Assumption of Liabilities 18 SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements 21 SECTION 2.03. Termination of Intercompany Ag |
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| January 4, 2023 |
Form of Intellectual Property Agreement, by and between Johnson & Johnson and Kenvue Inc. Exhibit 10.4 FORM OF INTELLECTUAL PROPERTY AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [?], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Definitions 2 ARTICLE II TRANSFERRED INTELLECTUAL PROPERTY AND TECHNOLOGY AND ASSUMPTION OF LIABILITIES SECTION 2.01. Assignment of Intellectual Property 12 SECTION 2.02. Common Infrastructure Copyrights 14 SECTION 2. |
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| January 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Kenvue Inc. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) (2) Fee Rate Amount of Registration Fee Carr |
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| January 4, 2023 |
Form of Tax Matters Agreement, by and between Johnson & Johnson and Kenvue Inc. EX-10.2 4 exhibit102-sx1.htm EX-10.2 Exhibit 10.2 FORM OF TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definition of Terms 1 ARTICLE II Allocation of Tax Liabilities and Benefits SECTION 2.01. Indemnity by J&J 7 SECTION 2.02. Indemnity by Kenvue 7 SECTION 2.03. Allocation of Ordinary Taxes 7 |
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| January 4, 2023 |
Exhibit 10.5 Form of Trademark Phase-Out License Agreement TRADEMARK PHASE-OUT LICENSE AGREEMENT dated as of [?], 2023 (this ?Agreement?), by and between JOHNSON & JOHNSON, a New Jersey corporation (?J&J?), and JOHNSON & JOHNSON CONSUMER INC. (?JJCI?). J&J and JJCI may be referred to herein individually as a ?Party? and collectively as the ?Parties?. R E C I T A L S WHEREAS, in connection with the |
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| January 4, 2023 |
Consent of Larry Merlo, Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Kenvue Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Kenvue Inc. in the Registr |
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| January 4, 2023 |
CORRESP 1 filename1.htm January 4, 2023 Kenvue Inc. Registration Statement on Form S-1 CIK No. 0001944048 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) has filed today with the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), via EDGAR, this letter and the Company’s Registration Statement on Form S-1 (the “Registration Statem |
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| January 4, 2023 |
Consulting Agreement, dated as of October 1, 2022, by and between Johnson & Johnson and Larry Merlo Exhibit 10.8 Consulting Agreement This CONSULTING AGREEMENT (?Agreement?) is made and entered into, effective as of October 1, 2022 (the ?Effective Date?), by and between Johnson & Johnson, a New Jersey corporation (?J&J?), and Larry Merlo (?Consultant?). WHEREAS, the Board of Directors of J&J (the ?Board?) has determined that it is appropriate, desirable and in the best interests of J&J and its s |
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| January 4, 2023 |
As filed with the Securities and Exchange Commission on January 4, 2023. As filed with the Securities and Exchange Commission on January 4, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kenvue Inc. (Exact name of registrant as specified in its charter) Delaware 2844 88-1032011 (State or other jurisdiction of incorporation or organization) (Primary Stan |
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| December 2, 2022 |
Confidential Treatment Requested by Kenvue Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 2, 2022. This Amendment No. 2 to the draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES S |
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| December 2, 2022 |
DRSLTR 1 filename1.htm December 2, 2022 Kenvue Inc. Confidential Submission of Amendment No. 2 to Draft Registration Statement on Form S-1 CIK No. 0001944048 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) is submitting today, via EDGAR, this letter and Amendment No. 2 to the draft Registration Statement on Form S-1 (the “Revised Registration Statement”), fo |
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| October 27, 2022 |
DRSLTR 1 filename1.htm October 27, 2022 Kenvue Inc. Confidential Submission of Amendment No. 1 to Draft Registration Statement on Form S-1 CIK No. 0001944048 Dear Ms. Adams and Ms. Yale: Kenvue Inc. (formerly known as JNTL, Inc.) (the “Company”) is submitting today, via EDGAR, this letter and Amendment No. 1 to the draft Registration Statement on Form S-1 (the “Revised Registration Statement”), fo |
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| October 27, 2022 |
Confidential Treatment Requested by Kenvue Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on October 27, 2022. This Amendment No. 1 to the draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES S |
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| August 30, 2022 |
Confidential Treatment Requested by JNTL, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 30, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE CO |
