SEC Comment Letter 0000000000-25-001549 to Kenvue Inc. (KVUE)
Kenvue Inc.
Date: Feb. 12, 2025 · CIK: 0001944048 · Accession: 0000000000-25-001549
AI Filing Summary & Sentiment
File numbers found in text: 001-41697
Letter
February 12, 2025 Andrew Freedman Partner Kenvue Inc. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY, 10019 Re:Kenvue Inc. Preliminary Proxy Statement filed by Starboard Value LP et al. Filed on February 5, 2025 File No. 001-41697 Dear Andrew Freedman: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement Reasons for the Solicitation, page 7 1.Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide the support described for each of the assertions in the third paragraph of page 7 and the subsections entitled "The Company's Organic Growth..." (page 8) and "The Company Has Repeatedly Missed Commitments..." (page 9). We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
February 12, 2025 Page 2 Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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February 12, 2025
Andrew Freedman
Partner
Kenvue Inc.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY, 10019
Re:Kenvue Inc.
Preliminary Proxy Statement filed by Starboard Value LP et al.
Filed on February 5, 2025
File No. 001-41697
Dear Andrew Freedman:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement
Reasons for the Solicitation, page 7
1.Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy statement or
provided to the staff on a supplemental basis. Please provide the support described for
each of the assertions in the third paragraph of page 7 and the subsections entitled
"The Company's Organic Growth..." (page 8) and "The Company Has Repeatedly
Missed Commitments..." (page 9).
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
February 12, 2025
Page 2
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions