Kenvue enters cooperation agreement with Starboard, appoints new directors

Kenvue (KVUE) announced the appointment of two new independent directors, Sarah Hofstetter and Erica Mann to the company’s board of directors. Additionally, Jeffrey Smith, managing member, CEO and chief investment officer of Starboard Value LP will join the board. All three appointments are effective immediately. The director appointments announced are being made in connection with a cooperation agreement entered into between the company and Starboard. With these appointments, the board will temporarily expand from 11 to 14 directors, and as of the 2025 annual meeting of shareholders, the board will be reduced to 13 directors. In connection with the cooperation agreement, Starboard will withdraw its slate of nominated director candidates and vote all of its shares in favor of each of Kenvue’s board nominees at the 2025 annual meeting of shareholders. Starboard has also agreed to a customary standstill and other provisions.