Executive Change · Shareholder Vote

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 28, 2022 Johnson & Johnson  (Exact name of registrant as specified in its charter)    New Jersey 1-3215 22-1024240 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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)) 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 0.650% Notes Due May 2024 JNJ24C 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 1.650% Notes Due May 2035 JNJ35 New York Stock Exchange     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 5.02 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)    T he 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