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):
June 9, 2020
Johnson & Johnson
(Exact name of registrant as specified in its charter)
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| | |
| 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:
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| | |
| 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 By-Laws
As previously disclosed in Forms 8-K filed by Johnson & Johnson (the "Company") on February 13, 2020 and April 29, 2020 (the “previous Forms 8-Ks”), 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 approved by the Company's shareholders at the 2020 Annual Meeting and, as disclosed in the previous Forms 8-K, the Board intended to approve a conforming amendment to the Company’s By-Laws (the “By-Law Amendment”).
On June 9, 2020, the Board approved the By-Law Amendment. Accordingly, Article II, Section 2 of the By-Laws has been amended to delete the for cause requirement for director removal by a vote of the shareholders.
The foregoing description of the By-Law Amendment is qualified in its entirety by reference to text of the By-Laws, as amended, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description of Exhibit |
| By-Laws, as amended |
| 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.
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| | | | |
| | | Johnson & Johnson | |
| | | | (Registrant) | |
| Date: | June 10, 2020 | By: | /s/ Renee A. Brutus | |
| | | | Renee A. Brutus Assistant Secretary | |
