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):
September 20, 2024
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).
| 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. ☐
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 | ||||||
| 5.50% Notes Due November 2024 | JNJ24BP | New York Stock Exchange | ||||||
| 1.150% Notes Due November 2028 | JNJ28 | New York Stock Exchange | ||||||
| 3.20% Notes Due November 2032 | JNJ32 | New York Stock Exchange | ||||||
| 1.650% Notes Due May 2035 | JNJ35 | New York Stock Exchange | ||||||
| 3.350% Notes Due November 2036 | JNJ36A | New York Stock Exchange | ||||||
| 3.550% Notes Due November 2044 | JNJ44 | New York Stock Exchange | ||||||
Item 7.01 Regulation FD Disclosure
On September 20, 2024, the Company announced that its subsidiary, Red River Talc LLC (“Red River”), filed a voluntary prepackaged Chapter 11 bankruptcy case today in the in U.S. Bankruptcy Court for the Southern District of Texas Houston Division to fully and finally resolve of all current and future claims related to ovarian cancer arising from cosmetic talc litigation against the Company and its affiliates in the United States. Red River filed the bankruptcy case after it received the support of the overwhelming majority (approximately 83%) of the current claimants for the proposed bankruptcy plan (the “Plan”). After extensive negotiations with counsel for claimants who initially opposed the Plan, Red River agreed to increase its contribution to the settlement by $1.75 billion to a present value of approximately $8 billion.
The press release further discussing this announcement is attached below as Exhibit 99.1.
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.
Date: September 20, 2024
| JOHNSON & JOHNSON | |||||
| (Registrant) | |||||
| By: | /s/ Robert J. Decker, Jr. | ||||
Robert J. Decker, Jr. Controller (Principal Accounting Officer) | |||||