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 22, 2021

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 5.07 Submission of Matters to a Vote of Security Holders.

(a)    The 2021 Annual Meeting of Shareholders was held on April 22, 2021.

(b)    At the 2021 Annual Meeting of Shareholders, the shareholders:

•elected all 14 Director nominees named in the 2021 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 2021 proxy statement and the compensation of the Company's executive officers named in the 2021 Proxy Statement, as disclosed therein;

•ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year 2021;

•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 an independent board chair;

•did not approve the shareholder proposal for a civil rights audit; and

•did not approve the shareholder proposal for executive compensation bonus deferral.

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

1.    Election of Directors:

2.    Advisory Vote to Approve Named Executive Officer Compensation:

3.    Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting Firm for 2021:

4.    Shareholder Proposal - Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics:

5.    Shareholder Proposal - Independent Board Chair:

6.    Shareholder Proposal - Civil Rights Audit:

7.    Shareholder Proposal - Executive Compensation Bonus Deferral

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.