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 23, 2020
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))
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 |
| 0.250% Notes Due January 2022 | JNJ | New York Stock Exchange |
| 0.650% Notes Due May 2024 | JNJ | New York Stock Exchange |
| 5.50% Notes Due November 2024 | JNJ | New York Stock Exchange |
| 1.150% Notes Due November 2028 | JNJ | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ | 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Certificate of Incorporation
As previously disclosed in an 8-K filed by Johnson & Johnson (the "Company") on February 13, 2020, on February 11, 2020, the Board of Directors (the "Board") voted unanimously to submit a proposal to the Company’s shareholders at its 2020 Annual Meeting of Shareholders held on April 23, 2020 (the "2020 Annual Meeting") recommending the approval of an amendment to the Company’s Restated Certificate of Incorporation to delete the provision that provides that no director may be removed by a vote of the shareholders, except for cause (the “Proposed Amendment”).
The Proposed Amendment was set forth in detail in the Company’s 2020 proxy statement, filed in advance of the 2020 Annual Meeting, and approved by the Company's shareholders at the 2020 Annual Meeting.
The Company has sent the Certificate of Amendment to the State of New Jersey for filing.
The foregoing description of the Proposed Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Restated Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to By-Laws
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| • | As disclosed above under Amendment to Certificate of Incorporation, the Proposed Amendment was approved by the Company's shareholders at the 2020 Annual Meeting and, as previously disclosed in an 8-K filed by the Company on February 13, 2020, the Board will approve a conforming amendment to the Company’s By-Laws (the “By-Laws”). Accordingly, the By-Laws will be amended to delete the provision that provides that no director may be removed by a vote of the shareholders, except for cause. |
| |
| • | On March 27, 2020, the Board adopted and approved certain amendments to the By-Laws. The By-Laws were amended (i) to allow, to the extent provided by law, a meeting of shareholders to be held in part or solely by means of remote communication and not at any physical location, as may be determined by the Board, and (ii) to allow the Company to postpone, reschedule or cancel any annual meeting of shareholders previously scheduled by the Board. |
The foregoing description of the amendments to the By-Laws are qualified in their entirety by reference to text of the By-Laws, as amended, a copy of which is filed herewith as Exhibit 3.2 to this Current Report on Form 8‑K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2020 Annual Meeting was held on April 23, 2020.
(b) At the 2020 Annual Meeting, the shareholders:
| |
| • | elected all 13 Director nominees named in the 2020 proxy statement to the Company's Board of Directors; |
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| • | approved, on an advisory basis, the executive compensation philosophy, policies and procedures described in the “Compensation Discussion and Analysis” section of the 2020 proxy statement and the compensation of the Company's executive officers named in the 2020 Proxy Statement, as disclosed therein; |
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| • | ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year 2020; |
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| • | approved of the amendment to the Restated Certificate of Incorporation to permit removal of directors without cause; |
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| • | did not approve the shareholder proposal for independent board chair; and |
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| • | approved the shareholder proposal for a report on governance of opioids-related risks. |
The following are the final voting results for each of the six items voted on at the meeting.
1. Election of Directors:
|
| | | | | | | | | | | | |
| | | Shares For | | Shares Against | | Shares Abstain | | Non-Votes |
| M. C. Beckerle | | 1,849,621,286 |
| | 18,036,200 |
| | 4,511,633 |
| | 372,955,180 |
|
| D. S. Davis | | 1,838,454,882 |
| | 28,544,464 |
| | 5,169,773 |
| | 372,955,180 |
|
| I. E. L. Davis | | 1,844,021,792 |
| | 22,862,231 |
| | 5,285,096 |
| | 372,955,180 |
|
| J. A. Doudna | | 1,860,682,886 |
| | 6,851,937 |
| | 4,634,296 |
| | 372,955,180 |
|
| A. Gorsky | | 1,762,444,391 |
| | 96,886,132 |
| | 12,838,596 |
| | 372,955,180 |
|
| M. A. Hewson | | 1,845,174,359 |
| | 22,244,780 |
| | 4,749,980 |
| | 372,955,180 |
|
| H. Joly | | 1,751,005,629 |
| | 115,528,359 |
| | 5,635,131 |
| | 372,955,180 |
|
| M. B. McClellan | | 1,852,256,410 |
| | 14,712,167 |
| | 5,200,542 |
| | 372,955,180 |
|
| A. M. Mulcahy | | 1,703,588,879 |
| | 150,114,245 |
| | 18,465,995 |
| | 372,955,180 |
|
| C. Prince | | 1,696,432,866 |
| | 170,068,326 |
| | 5,667,927 |
| | 372,955,180 |
|
| A. E. Washington | | 1,846,716,735 |
| | 20,168,424 |
| | 5,283,960 |
| | 372,955,180 |
|
| M. A. Weinberger | | 1,859,637,404 |
| | 7,124,484 |
| | 5,407,231 |
| | 372,955,180 |
|
| R. A. Williams | | 1,838,450,166 |
| | 28,274,196 |
| | 5,444,757 |
| | 372,955,180 |
|
2. Advisory Vote to Approve Named Executive Officer Compensation:
|
| | |
| For | 1,735,266,568 |
|
| Against | 125,586,610 |
|
| Abstain | 11,315,941 |
|
| Non-Votes | 372,955,180 |
|
3. Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting Firm for 2020:
|
| | |
| For | 2,137,646,444 |
|
| Against | 101,505,221 |
|
| Abstain | 5,972,634 |
|
| Non-Votes | N/A |
|
4. Amendment to the Restated Certificate of Incorporation to Permit Removal of Directors without Cause:
|
| | |
| For | 1,836,511,076 |
|
| Against | 27,197,426 |
|
| Abstain | 8,460,617 |
|
| Non-Votes | 372,955,180 |
|
5. Shareholder Proposal - Independent Board Chair:
|
| | |
| For | 777,922,222 |
|
| Against | 1,082,429,631 |
|
| Abstain | 11,817,266 |
|
| Non-Votes | 372,955,180 |
|
6. Shareholder Proposal - Report on Governance of Opioids-Related Risks:
|
| | |
| For | 1,062,127,997 |
|
| Against | 681,476,408 |
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| Abstain | 128,564,714 |
|
| Non-Votes | 372,955,180 |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
| |
Exhibit No. | Description of Exhibit |
| Certificate of Amendment to Restated Certificate of Incorporation |
| By-Laws, as amended |
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 | |
| | | | (Registrant) | |
| Date: | April 29, 2020 | By: | /s/ Matthew Orlando | |
| | | | Matthew Orlando Secretary | |
