Summary
Johnson & Johnson (JNJ) filed an 8-K on February 12, 2009, announcing an amendment to its By-Laws, effective February 9, 2009. This amendment specifically impacts the election of Directors in uncontested races. Going forward, Director nominees will require a majority of the votes cast to be elected. This change signifies a move towards a majority voting standard for Director elections, aiming to enhance shareholder influence in corporate governance.
Key Highlights
- 1Johnson & Johnson amended its By-Laws on February 9, 2009, to implement a majority voting standard for Director elections in uncontested scenarios.
- 2Director nominees must now receive an affirmative vote of a majority of the votes cast to be elected to the Board.
- 3This amendment applies specifically to uncontested Director elections, where the number of nominees equals the number of open Board seats.
- 4The Company has a related "Director Resignation Policy for Incumbent Directors in Uncontested Elections" available on its investor website.
- 5The filing includes the amended By-Laws as an exhibit.
Frequently Asked Questions
The main change is the amendment to Johnson & Johnson's By-Laws to require a majority vote for Director nominees in uncontested elections. Previously, plurality voting was standard.
The amendment to the By-Laws was approved by the Board of Directors on February 9, 2009, and is effective from that date.
No, the amendment specifically applies to uncontested Director elections, where the number of Director nominees does not exceed the number of Directors to be elected.
The filing refers to a "Director Resignation Policy for Incumbent Directors in Uncontested Elections." This policy, which likely outlines the Board's response if a nominee fails to receive a majority vote, can be found on Johnson & Johnson's investor relations website.