KIMBERLY CLARK CORP

This shareholder proposal, submitted by The Accountability Board, Inc., requests that Kimberly-Clark adopt a policy (and amend its bylaws) to require the Board Chair to be an independent director, with limited waivers if no independent director is available and with prospective application. The proposal would effectively separate the Chair and CEO roles when the Chair is not independent, and calls for replacement if the Chair ceases to be independent. The proposal cites governance and oversight rationale—arguing an independent Chair would strengthen board oversight, accountability and objective evaluation of management—and references proxy advisory guidance and comparative S&P 500 practices. The proponent disclosed ownership of at least $25,000 of Kimberly-Clark common stock for at least one year.