Johnson & Johnson 8-K, filed Apr 29, 2022
Johnson & Johnson (JNJ)
8-K
2022-04-29
For: 2022-04-28
View Original
Added on
April 02, 2026
About this 8-K
Johnson & Johnson filed this 8-K on April 29, 2022, reporting on events of April 28, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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
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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 For | Shares Against | Shares Abstain | Non-Votes | |||||||||||||||||||||||
| D. Adamczyk | 1,821,875,407 | 21,631,193 | 5,530,991 | 346,482,920 | ||||||||||||||||||||||
| M. C. Beckerle | 1,827,119,327 | 16,556,459 | 5,361,805 | 346,482,920 | ||||||||||||||||||||||
| D. S. Davis | 1,804,888,350 | 38,606,493 | 5,542,748 | 346,482,920 | ||||||||||||||||||||||
| I. E. L. Davis | 1,794,374,557 | 48,881,358 | 5,781,676 | 346,482,920 | ||||||||||||||||||||||
| J. A. Doudna | 1,821,404,683 | 22,800,923 | 4,831,985 | 346,482,920 | ||||||||||||||||||||||
| J. Duato | 1,835,249,999 | 8,652,237 | 5,135,355 | 346,482,920 | ||||||||||||||||||||||
| A. Gorsky | 1,744,897,480 | 98,478,059 | 5,662,052 | 346,482,920 | ||||||||||||||||||||||
| M. A. Hewson | 1,792,683,677 | 51,493,950 | 4,859,964 | 346,482,920 | ||||||||||||||||||||||
| H. Joly | 1,793,561,898 | 49,872,480 | 5,603,213 | 346,482,920 | ||||||||||||||||||||||
| M. B. McClellan | 1,695,564,934 | 147,919,856 | 5,552,801 | 346,482,920 | ||||||||||||||||||||||
| A. M. Mulcahy | 1,730,711,988 | 113,274,497 | 5,051,106 | 346,482,920 | ||||||||||||||||||||||
| A. E. Washington | 1,802,878,123 | 40,670,398 | 5,489,070 | 346,482,920 | ||||||||||||||||||||||
| M. A. Weinberger | 1,815,423,637 | 28,240,835 | 5,373,119 | 346,482,920 | ||||||||||||||||||||||
| N. Y. West | 1,834,814,211 | 8,991,427 | 5,231,953 | 346,482,920 | ||||||||||||||||||||||
2. Advisory Vote to Approve Named Executive Officer Compensation:
| For | 1,579,815,895 | ||||
| Against | 257,738,128 | ||||
| Abstain | 11,483,568 | ||||
| Non-Votes | 346,482,920 | ||||
3. Approval of the Company's 2022 Long-Term Incentive Plan
| For | 1,675,020,466 | ||||
| Against | 165,231,757 | ||||
| Abstain | 8,785,368 | ||||
| Non-Votes | 346,482,920 | ||||
4. Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting Firm for 2022:
| For | 2,041,408,099 | ||||
| Against | 147,081,482 | ||||
| Abstain | 7,030,930 | ||||
| Non-Votes | N/A | ||||
6. Shareholder Proposal - Civil Rights, Equity, Diversity & Inclusion Audit Proposal:
| For | 50,182,969 | ||||
| Against | 1,777,981,079 | ||||
| Abstain | 20,873,543 | ||||
| Non-Votes | 346,482,920 | ||||
7. Shareholder Proposal - Third Party Racial Justice Audit:
| For | 1,144,529,241 | ||||
| Against | 682,570,135 | ||||
| Abstain | 21,938,215 | ||||
| Non-Votes | 346,482,920 | ||||
8. Shareholder Proposal - Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics:
| For | 616,715,019 | ||||
| Against | 1,207,732,861 | ||||
| Abstain | 24,589,711 | ||||
| Non-Votes | 346,482,920 | ||||
9. Shareholder Proposal - Report on Public Health Costs of Protecting Vaccine Technology:
| For | 156,919,718 | ||||
| Against | 1,650,063,722 | ||||
| Abstain | 42,054,151 | ||||
| Non-Votes | 346,482,920 | ||||
10. Shareholder Proposal - Discontinue Global Sales of Baby Powder Containing Talc:
| For | 279,116,458 | ||||
| Against | 1,506,309,151 | ||||
| Abstain | 63,611,982 | ||||
| Non-Votes | 346,482,920 | ||||
11. Shareholder Proposal - Request for Charitable Donations Disclosure:
| For | 74,744,360 | ||||
| Against | 1,762,811,483 | ||||
| Abstain | 11,481,748 | ||||
| Non-Votes | 346,482,920 | ||||
12. Shareholder Proposal - Third Party Review and Report on Lobbying Activities Alignment with Position on Universal Health Coverage:
| For | 794,680,143 | ||||
| Against | 1,042,341,388 | ||||
| Abstain | 12,016,060 | ||||
| Non-Votes | 346,482,920 | ||||
13. Shareholder Proposal - Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics:
| For | 877,012,827 | ||||
| Against | 961,185,621 | ||||
| Abstain | 10,839,143 | ||||
| Non-Votes | 346,482,920 | ||||
14. Shareholder Proposal - CEO Compensation to Weigh Workforce Pay and Ownership:
| For | 196,312,525 | ||||
| Against | 1,617,183,502 | ||||
| Abstain | 35,541,564 | ||||
| Non-Votes | 346,482,920 | ||||
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, 2022 | By: | /s/ Matthew Orlando | |||||||||||
| Matthew Orlando Secretary | ||||||||||||||