8-KLeadership ChangesOther Events

JOHNSON & JOHNSON 8-K Report, Executive Changes (Feb 15, 2007)

Filed February 15, 2007For Securities:JNJ

Summary

Johnson & Johnson (JNJ) filed an 8-K on February 14, 2007, reporting two key events that occurred on February 12, 2007. First, Michael J. Dormer, Worldwide Chairman of Medical Devices, retired from the corporation, effective immediately. This departure represents a leadership change within a significant segment of the company's operations. More significantly for investors, the company announced it had voluntarily disclosed to the U.S. Department of Justice and the SEC that certain subsidiaries outside the United States may have made improper payments related to medical device sales in two small-market countries. These actions are stated to be contrary to company policy and potentially fall under the Foreign Corrupt Practices Act. Johnson & Johnson has committed to providing further information and cooperating with the ongoing reviews by these agencies. This disclosure could lead to potential legal and financial repercussions.

Key Highlights

  • 1Retirement of Michael J. Dormer, Worldwide Chairman of Medical Devices, effective immediately.
  • 2Voluntary disclosure to the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) regarding potential improper payments.
  • 3The improper payments are believed to have been made by subsidiaries outside the United States.
  • 4The payments are linked to the sale of medical devices in two small-market countries.
  • 5The company states these actions were contrary to its established policies.
  • 6The payments may fall within the jurisdiction of the Foreign Corrupt Practices Act (FCPA).
  • 7Johnson & Johnson has pledged full cooperation with the DOJ and SEC reviews.

Frequently Asked Questions

Johnson & Johnson voluntarily disclosed potential improper payments made by its foreign subsidiaries after it became aware of these actions, which were contrary to company policy.

The improper payments could lead to legal investigations and potential penalties from the DOJ and SEC under the Foreign Corrupt Practices Act. This could impact the company's reputation and financial performance.

The company is cooperating fully with the reviews by the U.S. Department of Justice and the U.S. Securities and Exchange Commission, and has committed to providing additional information.

The 8-K filing lists the retirement of Michael J. Dormer, Worldwide Chairman of Medical Devices, as a separate event from the improper payments disclosure. The filing does not explicitly link the two events.