8-K
JOHNSON & JOHNSON (JNJ)
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):
September 8, 2025
Johnson & Johnson
(Exact name of registrant as specified in its charter)
| New Jersey | 1-3215 | 22-1024240 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>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)) |
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 |
| 1.150% Notes Due November 2028 | JNJ28 | New York Stock Exchange |
| 2.700% Notes due February 2029 | JNJ29B | New York Stock Exchange |
| 3.200% Notes Due June 2032 | JNJ32 | New York Stock Exchange |
| 3.050% Notes due February 2033 | JNJ33B | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ35 | New York Stock Exchange |
| 3.350% Notes Due June 2036 | JNJ36A | New York Stock Exchange |
| 3.350% Notes due February 2037 | JNJ37B | New York Stock Exchange |
| 3.550% Notes Due June 2044 | JNJ44 | New York Stock Exchange |
| 3.600% Notes due February 2045 | JNJ45 | New York Stock Exchange |
| 3.700% Notes due February 2055 | JNJ55 | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 8, 2025, Johnson & Johnson (the Company) announced that John Morikis was elected to the Board of Directors. The Board has determined that Mr. Morikis satisfies the applicable independence requirements of the NYSE Listed Company Manual. Mr. Morikis will serve on the Audit Committee and Compensation & Benefits Committee.
As a non-employee director of the Company, Mr. Morikis will receive compensation as described in the Director Compensation section of the Company’s 2025 Proxy Statement.
Mr. Morikis served as the Executive Chairman, President and Chief Executive Officer of The Sherwin-Williams Company from 2016 to 2024. He joined Sherwin-Williams in 1984 as a management trainee in the Paint Stores Group. Over the next four decades, he advanced through key leadership roles, including Division President and Group President. From 2006 to 2016, Mr. Morikis served as President and Chief Operating Officer.
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.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated September 8, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
Date: September 8, 2025
| JOHNSON & JOHNSON | |
|---|---|
| (Registrant) | |
| By: | /s/ Marc Larkins |
| Marc Larkins<br><br>Secretary |
Document
| Exhibit 99.1 | |
|---|---|
| Media contact:<br>media-relations@its.jnj.com | Investor contact:<br>investor-relations@its.jnj.com |
FOR IMMEDIATE RELEASE
Johnson & Johnson Elects John Morikis, Retired Chairman, President and Chief Executive Officer of The Sherwin-Williams Company, to its Board of Directors
New Brunswick, New Jersey (September 8, 2025) – Johnson & Johnson (NYSE: JNJ) announced today that John Morikis, retired Chairman, President and Chief Executive Officer of The Sherwin-Williams Company, has been elected to its Board of Directors.
“We are pleased to welcome John to our Company’s Board of Directors,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “He is a proven leader of a large multinational organization who possesses a strong understanding of global markets and complex supply chains. His unique perspective and ability to harness technology to drive innovation will be an incredible asset to Johnson & Johnson as we continue to deliver the next generation of healthcare innovation for patients.”
“I’ve long admired Johnson & Johnson for its innovation, leadership in healthcare and commitment to patients around the world,” said John Morikis. “I’m honored to join Johnson & Johnson’s Board and look forward to working with management and fellow directors to support the Company’s long-term strategy of delivering breakthrough treatments to patients and creating value for shareholders.”
About John Morikis
Mr. Morikis is the retired Executive Chairman, President and Chief Executive Officer of The Sherwin-Williams Company, a global leader in the manufacture, development distribution and sale of paint, coatings, and related products.
He joined Sherwin-Williams in 1984 as a management trainee in the Paint Stores Group. Over the next four decades, he advanced through key leadership roles, including Division President and Group President. From 2006 to 2016, Mr. Morikis served as President and Chief Operating Officer before being appointed Chief Executive Officer, a position he held for eight years.
As CEO, Mr. Morikis led Sherwin-Williams through a strategic transformation that strengthened its market leadership and positioned the company for long-term success. He spearheaded a company-wide overhaul to differentiate Sherwin-Williams from industry commoditization by emphasizing world class talent, breakthrough innovation, customer-driven solutions, and a focus on value-added products and services. Under his leadership, the company expanded its global presence to 123 countries, optimized its supply chain, and invested in technology to enhance the customer experience and operational efficiency. These efforts reinforced Sherwin-Williams’ competitive edge, culminating in its inclusion in the Dow Jones Industrial Average and further solidifying its status as a global industry leader.
Mr. Morikis currently serves on the Board of Directors of United Parcel Service, Inc., General Mills, Inc. and Whirlpool Corporation and as Chairman of the Board of Directors for University Hospitals Health System, Inc.
He earned bachelor’s degrees in Business Administration and Psychology from Saint Joseph’s College in Rensselaer, Indiana, and a master’s degree in Business from National Louis University in Evanston, Illinois.
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/.