Document




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 25, 2019

eightk0.jpg
(Exact name of registrant as specified in its charter)

New Jersey
I-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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 o
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. o





Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)    The annual meeting of the shareholders of the company was held on April 25, 2019.
(b)    At the meeting, the shareholders:
elected all 12 Director nominees named in the 2019 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 2019 Proxy Statement and the compensation of the company's executive officers named in the 2019 Proxy Statement, as disclosed therein;
ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year 2019;
did not approve the shareholder proposal for clawback disclosure; and
did not approve the shareholder proposal for executive compensation and drug pricing risks.
The following are the final voting results for each of the five items voted on at the meeting.

1.    Election of Directors:
 
 
Shares For
 
Shares Against
 
Shares Abstain
 
Non-Votes
M. C. Beckerle
 
1,804,719,186

 
20,849,941

 
4,349,822

 
464,840,930

D. S. Davis
 
1,754,062,379

 
70,985,250

 
4,871,320

 
464,840,930

I. E. L. Davis
 
1,805,691,984

 
19,257,305

 
4,969,660

 
464,840,930

J. A. Doudna
 
1,818,886,525

 
6,658,836

 
4,373,588

 
464,840,930

A. Gorsky
 
1,732,117,835

 
87,555,201

 
10,245,913

 
464,840,930

M. A. Hewson
 
1,812,187,386

 
13,263,954

 
4,467,609

 
464,840,930

M. B. McClellan
 
1,802,379,629

 
21,596,134

 
5,943,186

 
464,840,930

A. M. Mulcahy
 
1,757,225,006

 
68,150,490

 
4,543,453

 
464,840,930

W. D. Perez
 
1,760,901,898

 
48,582,137

 
20,434,914

 
464,840,930

C. Prince
 
1,647,120,769

 
176,914,540

 
5,883,640

 
464,840,930

A. E. Washington
 
1,754,834,701

 
69,051,927

 
6,032,321

 
464,840,930

R. A. Williams
 
1,741,137,189

 
82,727,620

 
6,054,140

 
464,840,930


2.    Advisory Vote to Approve Named Executive Officer Compensation:
For
1,201,824,022

Against
617,606,091

Abstain
10,488,836

Non-Votes
464,840,930


3.    Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting
Firm for 2019:
For
2,199,747,033

Against
87,947,233

Abstain
7,065,613

Non-Votes
N/A









4.    Shareholder Proposal - Clawback Disclosure:
For
837,579,437

Against
978,209,988

Abstain
14,129,524

Non-Votes
464,840,930


5.    Shareholder Proposal - Executive Compensation and Drug Pricing Risks
For
528,464,677

Against
1,279,239,196

Abstain
22,215,076

Non-Votes
464,840,930


Item 8.01  Other Events.
On April 25, 2019, the company announced that its Board of Directors declared a 5.6% increase in the quarterly dividend rate, from $0.90 to $0.95 per share. At the new rate, the indicated dividend on an annual basis is $3.80 per share compared to the previous rate of $3.60 per share. The next quarterly dividend is payable on June 11, 2019 to shareholders of record as of the close of business on May 28, 2019.
The company's related press release is attached to this Report as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.      Description
99.1        Johnson & Johnson Press Release dated April 25, 2019.

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 26, 2019
By:
/s/ Thomas J. Spellman III
 
 
 
Thomas J. Spellman III
 
 
 
Secretary