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    Johnson & Johnson filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    4/30/25 4:30:48 PM ET
    $JNJ
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $JNJ alert in real time by email
    jnj-20250424
    0000200406false00002004062025-04-242025-04-240000200406us-gaap:CommonStockMember2025-04-242025-04-240000200406jnj:A1.150NotesDueNovember2028Member2025-04-242025-04-240000200406jnj:A2.700NotesDueFebruary2029Member2025-04-242025-04-240000200406jnj:A3.20NotesDueNovember2032Member2025-04-242025-04-240000200406jnj:A3.050NotesDueFebruary2033Member2025-04-242025-04-240000200406jnj:A1.650NotesDue2035Member2025-04-242025-04-240000200406jnj:A3.350NotesDueNovember2036Member2025-04-242025-04-240000200406jnj:A3.350NotesDueFebruary2037Member2025-04-242025-04-240000200406jnj:A3.550NotesDueNovember2044Member2025-04-242025-04-240000200406jnj:A3.600NotesDueFebruary2045Member2025-04-242025-04-240000200406jnj:A3.700NotesDueFebruary2055Member2025-04-242025-04-24

    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 Jersey1-321522-1024240
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, Par Value $1.00JNJNew York Stock Exchange
    1.150% Notes Due November 2028JNJ28New York Stock Exchange
    2.700% Notes due February 2029JNJ29BNew York Stock Exchange
    3.200% Notes Due June 2032JNJ32New York Stock Exchange
    3.050% Notes due February 2033JNJ33BNew York Stock Exchange
    1.650% Notes Due May 2035JNJ35New York Stock Exchange
    3.350% Notes Due June 2036JNJ36ANew York Stock Exchange
    3.350% Notes due February 2037JNJ37BNew York Stock Exchange
    3.550% Notes Due June 2044JNJ44New York Stock Exchange
    3.600% Notes due February 2045JNJ45New York Stock Exchange
    3.700% Notes due February 2055JNJ55New 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 ForShares AgainstShares AbstainNon-Votes
    D. Adamczyk1,614,881,43389,638,5984,656,459323,923,987
    M. C. Beckerle1,663,840,47441,888,4803,447,536323,923,987
    J. A. Doudna1,666,450,02939,271,1733,455,288323,923,987
    J. Duato1,575,244,633130,077,8903,853,967323,923,987
    M. A. Hewson1,654,870,63850,832,3313,473,521323,923,987
    P. A. Johnson1,667,900,55837,823,3713,452,561323,923,987
    H. Joly1,650,666,05354,388,9324,121,505323,923,987
    M. B. McClellan1,662,883,65842,458,6973,834,135323,923,987
    M. A. Weinberger1,630,170,83374,418,3494,587,308323,923,987
    N. Y. West1,660,661,95645,083,9073,430,627323,923,987
    E. A. Woods1,635,362,50269,986,0753,827,913323,923,987

    2.    Advisory vote to approve named executive officer compensation (Say on Pay):
    ForAgainstAbstainedNon-Votes
    1,559,332,581142,483,9007,360,009323,923,987





    3.    Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025:
    ForAgainstAbstainedNon-Votes
    1,888,169,154140,927,8854,003,4380

    4.    Shareholder Proposal - shareholder opportunity to vote on excessive golden parachutes:
    ForAgainstAbstainedNon-Votes
    92,601,5251,609,744,6416,830,324323,923,987

    5.    Shareholder Proposal - produce a human rights impact assessment:
    ForAgainstAbstainedNon-Votes
    188,350,8321,498,659,16922,166,489323,923,987

    Item 9.01 Financial statements and exhibits
    (d)    Exhibits.
    Exhibit No.Description of Exhibit
    104The 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: April 30, 2025
    JOHNSON & JOHNSON
    (Registrant)
    By:
    /s/ Marc Larkins
    Marc Larkins
    Corporate Secretary

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