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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported):
April 28, 2022
Johnson & Johnson
(Exact name of registrant as specified in its
charter)
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New Jersey |
1-3215 |
22-1024240 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Johnson & Johnson Plaza, New Brunswick, New
Jersey 08933
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
732-524-0400
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17
CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17
CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, Par Value $1.00 |
JNJ |
New York Stock Exchange |
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0.650% Notes Due May 2024 |
JNJ24C |
New York Stock Exchange |
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5.50% Notes Due November 2024 |
JNJ24BP |
New York Stock Exchange |
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1.150% Notes Due November 2028 |
JNJ28 |
New York Stock Exchange |
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1.650% Notes Due May 2035 |
JNJ35 |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The information included in the third bullet under Item 5.07(b)
below is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
(a) The
2022 Annual Meeting of Shareholders was held on April 28,
2022.
(b) At the 2022 Annual Meeting of
Shareholders, the shareholders:
•elected
all 14 Director nominees named in the 2022 Proxy Statement to the
Company's Board of Directors;
•approved,
on an advisory basis, the executive compensation philosophy,
policies and procedures described in the “Compensation Discussion
and Analysis” section of the 2022 Proxy Statement and the
compensation of the Company's executive officers named in the 2022
Proxy Statement, as disclosed therein;
•approved
the Company's 2022 Long-Term Incentive Plan (the ”2022 Plan”),
which was previously approved by the Company's Board of Directors
on March 7, 2022; a description of the terms and conditions of the
2022 Plan and the amounts payable thereunder is included in the
2022 Proxy Statement under "Item 3: Approval of the Company's 2022
Long-Term Incentive Plan,” beginning on page 110 of the 2022 Proxy
Statement; the description of the 2022 Plan in the 2022 Proxy
Statement is qualified in its entirety by reference to the full
text of the 2022 Plan, which is attached as Appendix A to the 2022
Proxy Statement;
•ratified
the appointment of PricewaterhouseCoopers LLP as the Company's
independent registered public accounting firm for the fiscal year
2022;
•did
not approve the shareholder proposal for a civil rights, equity,
diversity & inclusion audit proposal;
•approved
the shareholder proposal for a third party racial justice
audit;
•did
not approve the shareholder proposal for a report on government
financial support and access to COVID-19 vaccines and
therapeutics;
•did
not approve the shareholder proposal for a report on public health
costs of protecting vaccine technology;
•did
not approve the shareholder proposal to discontinue global sales of
baby powder containing talc;
•did
not approve the shareholder proposal for a request for charitable
donations disclosure;
•did
not approve the shareholder proposal for a third party review and
report on lobbying activities alignment with the Company's position
on universal health coverage;
•did
not approve the shareholder proposal to adopt policy to include
legal and compliance costs in incentive compensation metrics;
and
•did
not approve the shareholder proposal for CEO compensation to weigh
workforce pay and ownership.
The following are the final voting results for each of the thirteen
items voted on at the meeting.
1. Election
of Directors:
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Shares For |
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Shares Against |
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Shares Abstain |
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Non-Votes |
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D. Adamczyk |
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1,821,875,407 |
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21,631,193 |
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5,530,991 |
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346,482,920 |
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M. C. Beckerle |
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1,827,119,327 |
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16,556,459 |
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5,361,805 |
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346,482,920 |
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D. S. Davis |
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1,804,888,350 |
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38,606,493 |
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5,542,748 |
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346,482,920 |
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I. E. L. Davis |
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1,794,374,557 |
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48,881,358 |
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5,781,676 |
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346,482,920 |
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J. A. Doudna |
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1,821,404,683 |
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22,800,923 |
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4,831,985 |
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346,482,920 |
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J. Duato |
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1,835,249,999 |
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8,652,237 |
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5,135,355 |
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346,482,920 |
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A. Gorsky |
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1,744,897,480 |
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98,478,059 |
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5,662,052 |
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346,482,920 |
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M. A. Hewson |
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1,792,683,677 |
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51,493,950 |
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4,859,964 |
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346,482,920 |
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H. Joly |
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1,793,561,898 |
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49,872,480 |
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5,603,213 |
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346,482,920 |
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M. B. McClellan |
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1,695,564,934 |
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147,919,856 |
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5,552,801 |
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346,482,920 |
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A. M. Mulcahy |
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1,730,711,988 |
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113,274,497 |
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5,051,106 |
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346,482,920 |
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A. E. Washington |
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1,802,878,123 |
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40,670,398 |
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5,489,070 |
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346,482,920 |
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M. A. Weinberger |
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1,815,423,637 |
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28,240,835 |
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5,373,119 |
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346,482,920 |
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N. Y. West |
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1,834,814,211 |
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8,991,427 |
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5,231,953 |
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346,482,920 |
2. Advisory
Vote to Approve Named Executive Officer Compensation:
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For |
1,579,815,895 |
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Against |
257,738,128 |
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Abstain |
11,483,568 |
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Non-Votes |
346,482,920 |
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3. Approval of the Company's 2022 Long-Term
Incentive Plan
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For |
1,675,020,466 |
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Against |
165,231,757 |
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Abstain |
8,785,368 |
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Non-Votes |
346,482,920 |
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4. Ratification of Appointment of
PricewaterhouseCoopers LLC as the Independent Registered Public
Accounting Firm for
2022:
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For |
2,041,408,099 |
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Against |
147,081,482 |
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Abstain |
7,030,930 |
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Non-Votes |
N/A |
6. Shareholder
Proposal - Civil Rights, Equity, Diversity & Inclusion Audit
Proposal:
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For |
50,182,969 |
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Against |
1,777,981,079 |
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Abstain |
20,873,543 |
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Non-Votes |
346,482,920 |
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7. Shareholder
Proposal - Third Party Racial Justice Audit:
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For |
1,144,529,241 |
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Against |
682,570,135 |
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Abstain |
21,938,215 |
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Non-Votes |
346,482,920 |
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8. Shareholder Proposal - Report on
Government Financial Support and Access to COVID-19 Vaccines and
Therapeutics:
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For |
616,715,019 |
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Against |
1,207,732,861 |
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Abstain |
24,589,711 |
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Non-Votes |
346,482,920 |
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9. Shareholder Proposal - Report on Public
Health Costs of Protecting Vaccine Technology:
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For |
156,919,718 |
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Against |
1,650,063,722 |
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Abstain |
42,054,151 |
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Non-Votes |
346,482,920 |
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10. Shareholder Proposal -
Discontinue Global Sales of Baby Powder Containing
Talc:
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For |
279,116,458 |
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Against |
1,506,309,151 |
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Abstain |
63,611,982 |
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Non-Votes |
346,482,920 |
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11. Shareholder Proposal - Request for Charitable Donations
Disclosure:
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For |
74,744,360 |
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Against |
1,762,811,483 |
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Abstain |
11,481,748 |
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Non-Votes |
346,482,920 |
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12. Shareholder Proposal - Third Party Review and Report on
Lobbying Activities Alignment with Position on Universal Health
Coverage:
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For |
794,680,143 |
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Against |
1,042,341,388 |
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Abstain |
12,016,060 |
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Non-Votes |
346,482,920 |
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13. Shareholder Proposal - Adopt Policy to Include Legal and
Compliance Costs in Incentive Compensation Metrics:
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For |
877,012,827 |
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Against |
961,185,621 |
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Abstain |
10,839,143 |
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Non-Votes |
346,482,920 |
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14. Shareholder Proposal - CEO Compensation to Weigh Workforce Pay
and Ownership:
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For |
196,312,525 |
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Against |
1,617,183,502 |
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Abstain |
35,541,564 |
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Non-Votes |
346,482,920 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Johnson & Johnson |
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(Registrant)
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Date: |
April 29, 2022 |
By: |
/s/ Matthew Orlando |
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Matthew Orlando
Secretary |
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