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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 28, 2022
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))

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
0.650% Notes Due May 2024JNJ24CNew York Stock Exchange
5.50% Notes Due November 2024JNJ24BPNew York Stock Exchange
1.150% Notes Due November 2028JNJ28New York Stock Exchange
1.650% Notes Due May 2035JNJ35New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information included in the third bullet under Item 5.07(b) below is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)    The 2022 Annual Meeting of Shareholders was held on April 28, 2022.

(b)    At the 2022 Annual Meeting of Shareholders, the shareholders:

elected all 14 Director nominees named in the 2022 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 2022 Proxy Statement and the compensation of the Company's executive officers named in the 2022 Proxy Statement, as disclosed therein;

approved the Company's 2022 Long-Term Incentive Plan (the ”2022 Plan”), which was previously approved by the Company's Board of Directors on March 7, 2022; a description of the terms and conditions of the 2022 Plan and the amounts payable thereunder is included in the 2022 Proxy Statement under "Item 3: Approval of the Company's 2022 Long-Term Incentive Plan,” beginning on page 110 of the 2022 Proxy Statement; the description of the 2022 Plan in the 2022 Proxy Statement is qualified in its entirety by reference to the full text of the 2022 Plan, which is attached as Appendix A to the 2022 Proxy Statement;

ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year 2022;

did not approve the shareholder proposal for a civil rights, equity, diversity & inclusion audit proposal;

approved the shareholder proposal for a third party racial justice audit;

did not approve the shareholder proposal for a report on government financial support and access to COVID-19 vaccines and therapeutics;

did not approve the shareholder proposal for a report on public health costs of protecting vaccine technology;

did not approve the shareholder proposal to discontinue global sales of baby powder containing talc;

did not approve the shareholder proposal for a request for charitable donations disclosure;

did not approve the shareholder proposal for a third party review and report on lobbying activities alignment with the Company's position on universal health coverage;

did not approve the shareholder proposal to adopt policy to include legal and compliance costs in incentive compensation metrics; and

did not approve the shareholder proposal for CEO compensation to weigh workforce pay and ownership.

The following are the final voting results for each of the thirteen items voted on at the meeting.





1.    Election of Directors:
Shares ForShares AgainstShares AbstainNon-Votes
D. Adamczyk1,821,875,407 21,631,193 5,530,991 346,482,920
M. C. Beckerle1,827,119,327 16,556,459 5,361,805 346,482,920
D. S. Davis1,804,888,350 38,606,493 5,542,748 346,482,920
I. E. L. Davis1,794,374,557 48,881,358 5,781,676 346,482,920
J. A. Doudna1,821,404,683 22,800,923 4,831,985 346,482,920
J. Duato1,835,249,999 8,652,237 5,135,355 346,482,920
A. Gorsky1,744,897,480 98,478,059 5,662,052 346,482,920
M. A. Hewson1,792,683,677 51,493,950 4,859,964 346,482,920
H. Joly1,793,561,898 49,872,480 5,603,213 346,482,920
M. B. McClellan1,695,564,934 147,919,856 5,552,801 346,482,920
A. M. Mulcahy1,730,711,988 113,274,497 5,051,106 346,482,920
A. E. Washington1,802,878,123 40,670,398 5,489,070 346,482,920
M. A. Weinberger1,815,423,637 28,240,835 5,373,119 346,482,920
N. Y. West1,834,814,211 8,991,427 5,231,953 346,482,920

2.    Advisory Vote to Approve Named Executive Officer Compensation:
For1,579,815,895 
Against257,738,128 
Abstain11,483,568 
Non-Votes346,482,920 

3.    Approval of the Company's 2022 Long-Term Incentive Plan
For1,675,020,466 
Against165,231,757 
Abstain8,785,368 
Non-Votes346,482,920 

4.    Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting Firm for 2022:
For2,041,408,099 
Against147,081,482 
Abstain7,030,930 
Non-VotesN/A

6.    Shareholder Proposal - Civil Rights, Equity, Diversity & Inclusion Audit Proposal:
For50,182,969 
Against1,777,981,079 
Abstain20,873,543 
Non-Votes346,482,920 

7.    Shareholder Proposal - Third Party Racial Justice Audit:
For1,144,529,241 
Against682,570,135 
Abstain21,938,215 
Non-Votes346,482,920 




8.    Shareholder Proposal - Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics:
For616,715,019 
Against1,207,732,861 
Abstain24,589,711 
Non-Votes346,482,920 

9.    Shareholder Proposal - Report on Public Health Costs of Protecting Vaccine Technology:
For156,919,718 
Against1,650,063,722 
Abstain42,054,151 
Non-Votes346,482,920 




10.    Shareholder Proposal - Discontinue Global Sales of Baby Powder Containing Talc:
For279,116,458 
Against1,506,309,151 
Abstain63,611,982 
Non-Votes346,482,920 
11. Shareholder Proposal - Request for Charitable Donations Disclosure:
For74,744,360 
Against1,762,811,483 
Abstain11,481,748 
Non-Votes346,482,920 

12. Shareholder Proposal - Third Party Review and Report on Lobbying Activities Alignment with Position on Universal Health Coverage:
For794,680,143 
Against1,042,341,388 
Abstain12,016,060 
Non-Votes346,482,920 

13. Shareholder Proposal - Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics:
For877,012,827 
Against961,185,621 
Abstain10,839,143 
Non-Votes346,482,920 

14. Shareholder Proposal - CEO Compensation to Weigh Workforce Pay and Ownership:
For196,312,525 
Against1,617,183,502 
Abstain35,541,564 
Non-Votes346,482,920 



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.
 
 Johnson & Johnson 
   (Registrant)
 
 
 
 
Date: April 29, 2022By:/s/ Matthew Orlando 
  Matthew Orlando
Secretary