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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 24, 2025
Johnson & Johnson
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| New Jersey | 1-3215 | 22-1024240 |
(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)) |
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).
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. ☐
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $1.00 | JNJ | New York Stock Exchange |
| 1.150% Notes Due November 2028 | JNJ28 | New York Stock Exchange |
| 2.700% Notes due February 2029 | JNJ29B | New York Stock Exchange |
| 3.200% Notes Due June 2032 | JNJ32 | New York Stock Exchange |
| 3.050% Notes due February 2033 | JNJ33B | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ35 | New York Stock Exchange |
| 3.350% Notes Due June 2036 | JNJ36A | New York Stock Exchange |
| 3.350% Notes due February 2037 | JNJ37B | New York Stock Exchange |
| 3.550% Notes Due June 2044 | JNJ44 | New York Stock Exchange |
| 3.600% Notes due February 2045 | JNJ45 | New York Stock Exchange |
| 3.700% Notes due February 2055 | JNJ55 | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
D. Adamczyk notified the Company that he intends to retire from the Company’s Board of Directors in connection with an announcement on April 23rd that he will join Goldman Sachs as a Partner. The retirement will be effective May 31, 2025. His retirement is for personal reasons and not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2025 Annual Meeting of Shareholders of the Company was held on April 24, 2025.
(b) At the 2025 Annual Meeting of Shareholders, the shareholders:
•elected all 11 Director nominees named in the 2025 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 2025 Proxy Statement and the compensation of the Company’s executive officers named in the 2025 Proxy Statement, as disclosed therein;
•ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2025;
•did not approve the shareholder proposal for shareholder opportunity to vote on excessive golden parachutes; and
•did not approve the shareholder proposal to produce a human rights impact assessment.
The following are the final voting results for each of the five items voted on at the meeting.
1. Election of Directors:
| | | | | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstain | Non-Votes |
| D. Adamczyk | 1,614,881,433 | 89,638,598 | 4,656,459 | 323,923,987 |
| M. C. Beckerle | 1,663,840,474 | 41,888,480 | 3,447,536 | 323,923,987 |
| J. A. Doudna | 1,666,450,029 | 39,271,173 | 3,455,288 | 323,923,987 |
| J. Duato | 1,575,244,633 | 130,077,890 | 3,853,967 | 323,923,987 |
| M. A. Hewson | 1,654,870,638 | 50,832,331 | 3,473,521 | 323,923,987 |
| P. A. Johnson | 1,667,900,558 | 37,823,371 | 3,452,561 | 323,923,987 |
| H. Joly | 1,650,666,053 | 54,388,932 | 4,121,505 | 323,923,987 |
| M. B. McClellan | 1,662,883,658 | 42,458,697 | 3,834,135 | 323,923,987 |
| M. A. Weinberger | 1,630,170,833 | 74,418,349 | 4,587,308 | 323,923,987 |
| N. Y. West | 1,660,661,956 | 45,083,907 | 3,430,627 | 323,923,987 |
| E. A. Woods | 1,635,362,502 | 69,986,075 | 3,827,913 | 323,923,987 |
2. Advisory vote to approve named executive officer compensation (Say on Pay):
| | | | | | | | | | | |
| For | Against | Abstained | Non-Votes |
| 1,559,332,581 | 142,483,900 | 7,360,009 | 323,923,987 |
3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025:
| | | | | | | | | | | |
| For | Against | Abstained | Non-Votes |
| 1,888,169,154 | 140,927,885 | 4,003,438 | 0 |
4. Shareholder Proposal - shareholder opportunity to vote on excessive golden parachutes:
| | | | | | | | | | | |
| For | Against | Abstained | Non-Votes |
| 92,601,525 | 1,609,744,641 | 6,830,324 | 323,923,987 |
5. Shareholder Proposal - produce a human rights impact assessment:
| | | | | | | | | | | |
| For | Against | Abstained | Non-Votes |
| 188,350,832 | 1,498,659,169 | 22,166,489 | 323,923,987 |
Item 9.01 Financial statements and exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| | | | | |
| JOHNSON & JOHNSON |
| (Registrant) |
| |
| By: | /s/ Marc Larkins |
| Marc Larkins Corporate Secretary |