Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 12, 2008, the Board of Directors of Kimberly-Clark Corporation (the "Corporation") (i) voted to recommend to the Corporation's stockholders at the Corporation's next annual meeting of stockholders approval of an Amended and Restated Certificate of Incorporation for the Corporation (the "Amended Certificate") and (ii) adopted amendments to the Corporation's By-Laws, effective upon stockholder approval of the proposed Amended Certificate, to add provisions giving stockholders the ability to call a special meeting. Specifically, subject to certain procedures described in the By-Laws, the holders of not less than 25 percent of the Corporation's issued and outstanding shares of capital stock entitled to vote would be able to request that a special meeting of stockholders be called. The amendments to the By-Laws, among other things, (1) describe how the record date is to be set to determine the stockholders entitled to request the meeting, (2) specify information requirements for the request that are similar to those in place for stockholders to bring business or a nominee for director before an annual meeting,
(3) describe how a stockholder may revoke a request and (4) specify when a special meeting will not be held. The foregoing summary of the proposed Amended Certificate and By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the proposed Amended Certificate and By-Laws, copies of which are incorporated herein by reference to Exhibits (3)a and (3)b attached hereto. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit (3)a. Proposed Amended and Restated Certificate of Incorporation of Kimberly-Clark Corporation.
Exhibit (3)b. Proposed amended By-Laws of Kimberly-Clark Corporation.

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