8-K

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 27, 2023

Johnson & Johnson

(Exact name of registrant as specified in its charter)

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:

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.

Upon the closing of the initial public offering of Kenvue Inc., Thibaut Mongon will cease to be Executive Vice President, Worldwide Chairman, Consumer Health and member of the Executive Committee of Johnson & Johnson and will continue his role as Chief Executive Officer of Kenvue Inc.

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

(a)    The 2023 Annual Meeting of Shareholders of Johnson & Johnson (the “Company”) was held on April 27, 2023.

(b)    At the 2023 Annual Meeting of Shareholders, the shareholders:

•elected all 12 Director nominees named in the 2023 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 2023 Proxy Statement and the compensation of the Company’s executive officers named in the 2023 Proxy Statement, as disclosed therein;

•approved, on an advisory basis, having an advisory vote on the compensation of the executive officers named in the Company’s proxy statement every one (1) year;

•ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2023;

•did not approve the shareholder proposal for a Vaccine Pricing Report; and

•did not approve the shareholder proposal for a report on the Impact of Extended Patent Exclusivities on Product Access.

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

1.    Election of Directors:

2.    Advisory Vote to Approve Named Executive Officer Compensation:

3.    Advisory Vote on the Frequency of Voting to Approve Named Executive Officer Compensation:

Based on the voting results on this advisory proposal, the Board of Directors has decided that it will include an advisory vote on executive compensation in the Company’s proxy statement every one (1) year until the next required advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Meeting of Shareholders in 2029.

4.    Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2023:

6.    Shareholder Proposal - Vaccine Pricing Report:

8.    Shareholder Proposal - Impact of Extended Patent Exclusivities on Product Access:

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.