Kimberly-Clark's policies and stock option plans require options to be granted at no less than the closing price of Kimberly-Clark common stock on the effective date of grant. Kimberly-Clark's Management Development and Compensation Committee (the "Committee"), which is composed entirely of independent directors, administers Kimberly-Clark's executive equity plans.
Annual stock option grants to our elected officers, including our executive officers, are generally made each year at a meeting of the Committee that is scheduled at least one year in advance. However, if the meeting of the Committee at which the grants are approved occurs during the period beginning on the first day of the final month of the calendar quarter and ending on the date of the release of our earnings, the stock option grants will be effective on the first business day following the release of our earnings. Our executives are not permitted to choose the grant date for their individual stock option grants.
The Chairman of the Board and Chief Executive Officer has been delegated the authority to approve equity grants, including stock options, to employees who are not elected officers of Kimberly-Clark. These grants include scheduled annual grants, which are subject to a limit set by the Committee, and recruiting and special employee recognition and retention grants, which may not exceed 200,000 shares in any calendar year. The Chief Executive Officer is not permitted to make any grants to any of our elected officers, including our executive officers.
Annual stock option grants to non-elected officers approved by our Chief Executive Officer are effective on the same date as the annual stock option grants to elected officers.
Recruiting, special recognition and retention stock option grants are made on a pre-determined date following the release of our earnings during each quarter.
Kimberly-Clark believes that communication between the Board, stockholders and other interested parties is an important part of the Corporation's corporate governance process. To this end, the Corporation has established the following procedures by which interested parties may communicate with the Board.
Stockholders and other interested parties may send written communications to the Board in care of the Lead Director:
P.O. Box 619100
Dallas, Texas 75261-9100
The Lead Director has determined that it would be appropriate for communications addressed to the Board to be received by the Corporation's Stockholder Services Department and reviewed first by the Corporate Secretary's office. The Lead Director has instructed the Corporate Secretary to:
The Corporate Secretary will advise the Board at its regularly scheduled meetings of significant communications from stockholders and other interested parties.