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):

November 30, 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))

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:

Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 30, 2023, Johnson & Johnson (the “Company” or “Johnson & Johnson”) announced that Eugene A. Woods, MBA, MHA, was elected to the Board of Directors.

As a non-employee director of the Company, Mr. Woods will receive compensation as described in the “Director Compensation” section of the Company’s 2023 Proxy Statement.

Mr. Woods is the Chief Executive Officer of Advocate Health. Advocate Health purchases the Company’s medical technologies and pharmaceuticals in the ordinary course of business. During fiscal year 2022, Advocate Health paid the Company approximately $175 million for products used in its hospitals and the Company paid Advocate Health less than $1 million in connection with clinical trials.

The Company’s press release announcing the appointment is attached to this Report as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)     Exhibits.

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.

Document

For immediate release

Johnson & Johnson Names Eugene A. Woods, Chief Executive Officer of Advocate Health, to its Board of Directors

New Brunswick, N.J., (November 30, 2023) – Johnson & Johnson (NYSE: JNJ) announced today that Eugene A. Woods, MBA, MHA, Chief Executive Officer of Advocate Health, has been appointed to its Board of Directors.

“Mr. Woods is an exceptional addition to Johnson & Johnson’s Board of Directors,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “Mr. Woods has an impressive career of leading and transforming healthcare systems while prioritizing the delivery of high-quality, equitable patient care. The Board looks forward to working with him as the Company continues to focus on healthcare innovation and tackling the toughest health challenges.”

“It is an honor to join the Johnson & Johnson Board of Directors as they work to reimagine healthcare through transformative innovation,” said Mr. Woods. “I have dedicated my career to advancing equitable and affordable healthcare for all, and I look forward to serving alongside board members who are equally passionate about serving patients and improving health outcomes.”

About Eugene A. Woods, MBA, MHA Mr. Woods is a prominent leader in healthcare with more than three decades of experience in leading and operating hospitals, health systems, and healthcare organizations across the country. Currently, he is the Chief Executive Officer of Advocate Health headquartered in Charlotte, North Carolina. In this role, he leads one of the largest non-profit health systems in the country—providing care to more than six million patients across 68 hospitals and over 1,000 care locations. Mr. Woods has held several leadership roles in his distinguished career, including President and CEO of Atrium Health and President and Chief Operating Officer of CHRISTUS Health. In each position, he has prioritized positive health outcomes and equitable care for all patients.

Mr. Woods is the incoming chair of the Charlotte Executive Leadership Council and is a member of the Healthcare Institute, Becker’s Healthcare Advisory Board, the board of Best Buy, and the board of Johnson C. Smith University. He is also a Fellow of the American College of Healthcare Executives. Mr. Woods attended Pennsylvania State University, where he earned a bachelor’s degree and two master’s degrees.

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 health is everything. Our strength in healthcare innovation empowers us to build a world where complex diseases are prevented, treated, and cured, where treatments are smarter and less invasive, and solutions are personal. Through our expertise in Innovative Medicine and MedTech, we are uniquely positioned to innovate across the full spectrum of healthcare solutions today to deliver the breakthroughs of tomorrow, and profoundly impact health for humanity. Learn more at https://www.jnj.com/.