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):
August 26, 2024
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 |
| 5.50% Notes Due November 2024 | JNJ24BP | New York Stock Exchange |
| 1.150% Notes Due November 2028 | JNJ28 | New York Stock Exchange |
| 3.20% Notes Due November 2032 | JNJ32 | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ35 | New York Stock Exchange |
| 3.350% Notes Due November 2036 | JNJ36A | New York Stock Exchange |
| 3.550% Notes Due November 2044 | JNJ44 | 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 August 26, 2024, Johnson & Johnson (the Company) issued a press release announcing that Peter M. Fasolo, Executive Vice President, Chief Human Resources Officer (CHRO), has elected to retire. He will step down from the role of CHRO and member of the Executive Committee, effective October 1, 2024, and depart the Company at the end of the year.
A copy of the Company's press release, dated August 26, 2024, is contained in Exhibit 99.1 to this Report.
Item 9.01 Financial statements and exhibits
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated August 26, 2024 |
| 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: August 26, 2024
| JOHNSON & JOHNSON | |
|---|---|
| (Registrant) | |
| By: | /s/ Marc Larkins |
| Marc Larkins<br><br>Corporate Secretary |
Document
Exhibit 99.1
| Media contact:<br>Joshina Kapoor <br>media-relations@its.jnj.com |
|---|
For immediate release
Johnson & Johnson’s Executive Vice President, Chief Human Resources Officer Peter Fasolo to Retire; Kristen Mulholland Named Chief Human Resources Officer, Effective October 1, 2024
NEW BRUNSWICK, N.J. (August 26, 2024) -- Johnson & Johnson (NYSE: JNJ) today announced that Dr. Peter M. Fasolo will retire from his position as Executive Vice President, Chief Human Resources Officer at the end of this year, following 16 years of leadership and service to the Company. Throughout his distinguished career, Dr. Fasolo has worked with the organization’s Board of Directors and partnered with three company CEOs to shape and grow the Company’s human capital strategy.
He will be succeeded in this role by Kristen Mulholland, a strong Credo-based leader who has had an exceptional career with depth and breadth across the Company’s Innovative Medicine and MedTech sectors, managed business unit HR for the Company’s global corporate functions, and has led Corporate HR Services including Performance and Development and most recently Global Total Rewards. Ms. Mulholland will also be appointed as a member of Johnson & Johnson’s Executive Committee, effective October 1, 2024. Dr. Fasolo and Ms. Mulholland will work together during a transition period until Dr. Fasolo’s retirement at the end of this year.
“Peter has led J&J’s talent strategy for the past 16 years including remarkable leadership through the global pandemic and the separation of our consumer health business,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “Throughout his career, Peter has always led with two principles in the forefront of every decision and recommendation – Our Credo values and a deep responsibility to our employees. He leaves a legacy of strong leaders, deep bench strength and an inclusive, caring and patient-focused culture.”
Dr. Fasolo first joined Johnson & Johnson in 2004 as Worldwide Vice President, Human Resources in the MedTech segment. He also served as the Company’s Chief Talent Officer with responsibility for executive assessment and development. Dr. Fasolo became J&J’s CHRO and a member of the Executive Committee in 2010 and has transformed the HR function’s talent and leadership strategy. During his tenure, he strengthened the Company’s global Diversity, Equity & Inclusion outcomes and expanded employee benefits and policies by increasing paid time off for leaves such as military, parental, bereavement, volunteerism and mental well-being, and promoted a healthy workforce. In recognition of his contributions to the Human Resources profession and commitment to the well-being of our employees, Dr. Fasolo was named a National Academy Human Resources Fellow in 2017 and Human Resource Executive’s HR Executive of the Year in 2022.
Kristen Mulholland has been with Johnson & Johnson since 2005. Ms. Mulholland has held HR leadership positions in the Company’s corporate services, global functions and the MedTech and Innovative Medicines sectors across commercial and R&D and helped establish the Company’s Innovation Centers. In her most recent role as Head of Human Resources, Global Total Rewards & Enterprise HR Functions at Johnson & Johnson, Ms. Mulholland worked closely with the Board of Directors supporting the Compensation & Benefits Committee and played a key role in the separation of the consumer business to form Kenvue.
“I’m pleased to appoint Kristen to this important role where she will apply her deep business acumen, talent expertise and Credo-based approach to advance J&J’s culture and operating model,” said Mr. Duato. “I’m confident her breadth of experience and strong leadership will ensure Johnson & Johnson’s human capital strategy is poised to deliver the innovative future-ready talent and culture needed to advance healthcare solutions for patients worldwide.”
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/.