SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 3, 2020
Johnson & Johnson
(Exact name of registrant as specified in its charter)
|(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)
Registrant's telephone number, including area code:
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
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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|
|0.250% Notes Due January 2022||JNJ22||New York Stock Exchange|
|0.650% Notes Due May 2024||JNJ24||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|
|1.650% Notes Due May 2035||JNJ35||New York Stock Exchange|
Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Johnson & Johnson (the "Company") announced on December 3, 2020, that Dr. Nadja West, retired United States Army lieutenant general and former United States Army Surgeon General, has been appointed to its Board of Directors (the "Board"), effective immediately. Dr. West will serve as a member of the Board’s Science, Technology & Sustainability Committee, effective as of January 1, 2021. As a non-employee Director of the Company, Dr. West will receive compensation as described in the “Director Compensation” section of the Company's 2020 Proxy Statement.
The Company's press release announcing the appointment is attached to this Report as Exhibit 99.1.
Item 9.01. Exhibits
Exhibit No. Description of Exhibit
99.1 Johnson & Johnson Press Release dated December 3, 2020.
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)|
|Date: ||December 3, 2020||By:||/s/ Matthew Orlando|| |
| || ||Matthew Orlando|
|Press Contact:||Kim Montagnino||(631) email@example.com|
|Investor Contact:||Christopher DelOrefice||(732)firstname.lastname@example.org|
For Immediate Release
Johnson & Johnson Names Dr. Nadja West, retired United States Army lieutenant general and former United States Army Surgeon General to its Board of Directors
New Brunswick, NJ (December 3, 2020) – Johnson & Johnson announced today that Dr. Nadja West, retired United States Army lieutenant general and former United States Army Surgeon General has been appointed to its Board of Directors.
“I am pleased to welcome Dr. Nadja West to Johnson & Johnson’s Board of Directors,” said Alex Gorsky, Chairman and Chief Executive Officer. “Nadja is an accomplished healthcare leader with a strong commitment to public service and she brings an impressive and unique combination of business and leadership expertise to Johnson & Johnson. I look forward to Nadja’s contributions to the Board as we continue our pursuit of improving the health of families around the world at such an important moment in time.”
About LTG(R) Dr. Nadja West
Dr. Nadja West brings decades of strategic and operational experience in national and international executive leadership, strategic planning, and healthcare management. Most recently, Dr. West served as the 44th Army Surgeon General, and Commanding General of the US Army Medical Command from 2015-2019. Prior to that role, Dr. West served as the Joint Staff Surgeon from 2013-2015, Deputy Chief of Staff for Support, US Army Medical Command from 2012-2013, and Commanding General, Europe Regional Medical Command from 2010-2012. Dr. West currently serves as an Independent Director on the Boards of Nucor Corporation and Tenet Healthcare Corporation; serves as a Trustee of the National Recreation Foundation, and Mount St. Mary’s University; and as a Board Member of Americares, and The Bob Woodruff Foundation.. Dr. West graduated from the United States Military Academy with a degree in General Engineering, The National War College with a master’s degree in National Security and Strategic Studies and earned her M.D. at The George Washington University.
“I am incredibly proud to join the Board of Directors at Johnson & Johnson,” said Dr. Nadja West. “I look forward to working alongside the Board in support of the management team as they continue to deliver transformational innovation, create healthier communities, and put better health within reach of more people around the world.”
The full Board of Directors list is available on the Johnson & Johnson website at https://www.jnj.com/leadership/our-leadership-team#board-of-directors.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 130 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity.