0001944048-24-000002.txt : 20240105 0001944048-24-000002.hdr.sgml : 20240105 20240105183329 ACCESSION NUMBER: 0001944048-24-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240101 FILED AS OF DATE: 20240105 DATE AS OF CHANGE: 20240105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: England Charmaine CENTRAL INDEX KEY: 0002003894 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41697 FILM NUMBER: 24517848 MAIL ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kenvue Inc. CENTRAL INDEX KEY: 0001944048 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 881032011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 BUSINESS PHONE: 908-874-1200 MAIL ADDRESS: STREET 1: 199 GRANDVIEW ROAD CITY: SKILLMAN STATE: NJ ZIP: 08558 FORMER COMPANY: FORMER CONFORMED NAME: JNTL, Inc. DATE OF NAME CHANGE: 20220825 3 1 wk-form3_1704497596.xml FORM 3 X0206 3 2024-01-01 0 0001944048 Kenvue Inc. KVUE 0002003894 England Charmaine 199 GRANDVIEW ROAD SKILLMAN NJ 08558 0 1 0 0 Chief Growth Officer Restricted Stock Units Common Stock 3874 D Restricted Stock Units Common Stock 3726 D Restricted Stock Units Common Stock 4689 D Restricted Stock Units Common Stock 9979 D Restricted Stock Units Common Stock 9312 D Restricted Stock Units Common Stock 14972 D Stock Options 20.32 2033-10-02 Common Stock 20560 D Stock Options 21.97 2033-02-13 Common Stock 32070 D Stock Options 22.40 2032-02-14 Common Stock 36781 D Stock Options 22.23 2031-02-08 Common Stock 51516 D These restricted share units ("RSUs") were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value. This award vests in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through such vesting date. This award will vest in full on 02/14/2025, subject to the reporting person's continued service through such vesting date. This award will vest in full on 02/08/2024, subject to the reporting person's continued service through such vesting date. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into time-based RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years. This award will vest in full on 02/13/2026, subject to the reporting person's continued service through such vesting date. This award will vest in full on 10/02/2026, subject to the reporting person's continued service through such vesting date. These stock options were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into options with respect to Issuer common stock with adjustments made to the number of shares subject to the award and its exercise price in order to preserve the award's value. See Exhibit 24 - Power of Attorney /s/ Alla Berenshteyn, as attorney-in-fact 2024-01-05 EX-24 2 poa-england.htm EX-24 Document

POWER OF ATTORNEY
Executive Officers

    Know all persons by these presents, that the undersigned hereby constitutes and appoints each of Matthew Orlando, Edward Reed, Pinto Adhola, Alla Berenshteyn, and Mariola Klawitter, signing singly, as the undersigned's true and lawful attorneys-in-fact to:

(1)    complete and execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of Kenvue Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and Form 144 in accordance with Rule 144 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);

(2)    prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) an Application for EDGAR Access (Form ID), including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Exchange Act, or any rule or regulation of the SEC;

(3)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 144 (including any amendments thereto) and timely file such form with the SEC and any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, (i) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 of the Securities Act or (ii) any liability of the undersigned for failure to comply with such requirements. The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

            /S/ Charmaine England        
    Name:     Charmaine England
    Date:    November 29, 2023