Johnson & Johnson adopts amended bylaws and holds 2024 annual meeting; all directors elected

JOHNSON & JOHNSON

Amended by-laws effective April 25, 2024 updated special meeting rules, universal proxy compliance, proxy access, and indemnification.
Annual meeting elected all 13 director nominees; say-on-pay passed with ~89% of votes cast.
PwC ratified as independent auditor for FY2024 with ~94% approval.
Shareholder proposal on gender-based compensation gaps did not pass; 97% of votes cast against.
Bylaws now specify CEO also serves as President unless Board designates otherwise.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

JOHNSON & JOHNSON: Amended and restated by-laws effective April 25, 2024, with updates to special meeting requests, shareholder meeting conduct, voting standard, advance notice and proxy access provisions, CEO President clarification, and indemnification provisions (effective 2024-04-25).

Change: bylaw amendment
Effective: 2024-04-25

Exact text from the filing

On April 25, 2024, the Board of Directors (the “Board”) of Johnson & Johnson (the “Company”) approved and adopted amended and restated by-laws of the Company (the “Amended and Restated By-Laws”), effective as of such date.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JOHNSON & JOHNSON shareholders approved Advisory vote to approve named executive officer compensation (Say on Pay) at the 2024-04-25 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2024-04-25

Exact text from the filing

2. Advisory vote to approve named executive officer compensation (Say on Pay): For Against Abstained Non-Votes 1,511,199,544.00 159,356,373.00 9,366,866.00 338,170,891.00

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JOHNSON & JOHNSON shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 at the 2024-04-25 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2024-04-25

Exact text from the filing

3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 : For Against Abstained Non-Votes 1,896,186,129.00 117,320,388.00 4,587,157.00 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JOHNSON & JOHNSON shareholders rejected Shareholder Proposal - gender-based compensation gaps and associated risks at the 2024-04-25 meeting.

Outcome: failed
Meeting: 2024-04-25

Exact text from the filing

4. Shareholder Proposal - gender-based compensation gaps and associated risks: For Against Abstained Non-Votes 64,871,020.00 1,595,866,856.00 19,184,907.00 338,170,891.00

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JOHNSON & JOHNSON shareholders approved Election of Directors at the 2024-04-25 meeting.

Proposal: director election
Outcome: passed
Meeting: 2024-04-25

Exact text from the filing

1. Election of Directors: Shares For Shares Against Shares Abstain Non-Votes D. Adamczyk 1,656,623,584 18,925,478 4,373,721 338,170,891 M. C. Beckerle 1,663,236,710 12,988,890 3,697,183 338,170,891 D. S. Davis 1,637,607,236 38,041,198 4,274,349 338,170,891 J. A. Doudna 1,663,406,168 12,832,643 3,683,972 338,170,891 J. Duato 1,561,512,061 109,541,207 8,869,515 338,170,891 M. A. Hewson 1,631,542,950 44,419,702 3,960,131 338,170,891 P. A. Johnson 1,662,656,052 13,581,894 3,684,837 338,170,891 H. Joly 1,656,506,211 19,141,858 4,274,714 338,170,891 M. B. McClellan 1,661,933,030 13,974,677 4,015,076 338,170,891 A. M. Mulcahy 1,624,143,536 52,044,434 3,734,813 338,170,891 M. A. Weinberger 1,651,183,425 24,483,916 4,255,442 338,170,891 N. Y. West 1,666,853,163 9,240,391 3,829,229 338,170,891 E. A. Woods 1,665,190,129 10,460,172 4,272,482 338,170,891

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268 governance changes filed in the last 30 days. Browse all governance changes →

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Source: SEC EDGAR

accession 0000200406-24-000043

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