KVUEKenvue

Policy on Transactions with Related Person

“Kenvue’s Policy on Transactions with Related Persons was not in effect at the time Kenvue entered into the agreements described below under “ - Agreements Entered into in Connection with the Separation” and “ - Other Agreements with J&J.” Each of the agreements between Kenvue and Johnson & Johnson (“J&J”) that was entered into prior to the completion of Kenvue’s initial public offering (“IPO”), and any transactions contemplated thereby, were deemed to be pre-approved upon the adoption of Kenvue’s Policy on Transactions with Related Persons.”

Read it in last year's proxy ↗

Relationship Between Kenvue and J&J

“On November 12, 2021, J&J announced its intention to separate its Consumer Health segment (the “Consumer Health Business”).”

Read it in last year's proxy ↗

Relationship Between Kenvue and J&J

“Kenvue was incorporated in Delaware on February 23, 2022 in connection with the Separation and was formed to ultimately hold, directly or indirectly, and conduct certain operational activities in anticipation of the planned Separation of, the Consumer Health Business. In May 2023, we completed an IPO of approximately 10.4% of outstanding common stock. Prior to the completion of the IPO, Kenvue was a wholly owned subsidiary of J&J and all of Kenvue’s outstanding shares of common stock were owned by J&J, and following the IPO J&J continued to hold 89.6% of the outstanding common stock of Kenvue. Following completion of the IPO, Kenvue assumed responsibility for all of its standalone public company costs, including the costs of corporate services provided by J&J and its affiliates prior to the Separation. In August 2023, J&J completed the disposition of an additional 80.1% of the outstanding common stock of Kenvue (the “Separation”). In May 2024, J&J completed the disposition of its remaining 9.5% stake in Kenvue.”

Read it in last year's proxy ↗

Agreements Entered into in Connection with the Separation

“Kenvue and J&J entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. The Separation Agreement contains key provisions relating to Kenvue’s Separation from J&J and the disposition of the shares of Kenvue common stock owned by J&J following the completion of the IPO. In connection with the Separation, Kenvue also entered into various other agreements with J&J that, together with the Separation Agreement, provide for certain transactions to effect the transfer of the assets and liabilities of the Consumer Health Business to Kenvue and resulted in the Separation of Kenvue’s business from J&J.”

Read it in last year's proxy ↗

Certain Relationships and Related Person Transactions

“These agreements, together with the Separation Agreement, govern various interim and ongoing relationships between Kenvue and J&J following the completion of the IPO. The material terms of the Separation Agreement and the other agreements Kenvue entered into with J&J in connection with the Separation are summarized below. Copies of the Separation Agreement, Tax Matters”

Read it in last year's proxy ↗

Agreement, Employee Matters Agreement, Intellectual Property Agreement, Trademark Phase-Out License Agreement, Transition

“Services Agreement, Transition Manufacturing Agreement and Registration Rights Agreement (each as defined below) have been incorporated by reference as exhibits to Kenvue’s Annual Report on Form 10-K filed with the SEC on February 24, 2025. The following descriptions are qualified in their entirety by reference to the full text of such agreements.”

Read it in last year's proxy ↗

Separation Agreement

“On May 3, 2023, Kenvue entered into the Separation Agreement with J&J. The Separation Agreement sets forth Kenvue’s agreements with J&J regarding the principal actions to be taken in connection with the Separation. The Separation Agreement also sets forth other agreements that govern aspects of Kenvue’s relationship with J&J following the completion of the IPO.”

Read it in last year's proxy ↗

Policy on Transactions with Related Persons

“There have been no such transactions since the beginning of the last fiscal year.”

Read it in the proxy ↗

Policy on Transactions with Related Persons

“The Kenvue Board has adopted a written Policy on Transactions with Related Persons. Kenvue’s Policy on Transactions with Related Persons requires a reasonable prior review and oversight by the Audit Committee of any transaction or series of related transactions exceeding $120,000 in which Kenvue is a participant and any related person has a direct or indirect material interest (other than solely as a result of being a director or trustee or less than 10% owner of another entity). Related persons include Kenvue’s directors and executive officers and their immediate family members and persons sharing their households, as well as persons controlling more than 5% of Kenvue’s outstanding shares of common stock.”

Read it in the proxy ↗

Policy on Transactions with Related Persons

“Once a potential related person transaction has been identified, the Audit Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. The Audit Committee will prohibit such a transaction if it determines it to be inconsistent with the interests of Kenvue and its shareholders. The Audit Committee will take into account, among other factors, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If the Audit Committee determines that the related person has a direct or indirect material interest in any transaction, the transaction will be disclosed in Kenvue’s proxy statement.”

Read it in the proxy ↗

Policy on Transactions with Related Persons

“There have been no such transactions since the beginning of the last fiscal year.”

Read it in the proxy ↗