8-KShareholder MattersOther EventsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Shareholder Vote Results (Apr 29, 2011)

Filed April 29, 2011For Securities:JNJ

Summary

Johnson & Johnson (JNJ) filed an 8-K on April 28, 2011, reporting on its Annual Shareholder Meeting held on April 27, 2011. The meeting results indicated strong shareholder confidence, with all director nominees being elected and the appointment of PricewaterhouseCoopers LLP as the independent auditor being ratified with overwhelming support. Shareholders also provided advisory approval for the executive compensation philosophy and policy, and a majority voted for an annual advisory vote on executive compensation. However, three shareholder proposals regarding pharmaceutical price restraint, amendment to equal employment opportunity policy, and adopting non-animal methods for training did not receive shareholder approval. A significant development reported in the filing was the Board of Directors' decision on April 28, 2011, to increase the quarterly dividend by 5.6% to $0.57 per share, marking an annual rate of $2.28, signaling continued commitment to returning value to shareholders.

Key Highlights

  • 1All 11 director nominees were elected by shareholders.
  • 2PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2011 with substantial shareholder approval.
  • 3Shareholders provided advisory approval for the company's executive compensation philosophy and policies.
  • 4A majority of shareholders voted in favor of an annual advisory vote on executive compensation.
  • 5Three shareholder proposals, concerning pharmaceutical price restraint, equal employment opportunity policy amendments, and non-animal training methods, were not approved by shareholders.
  • 6The Board of Directors declared a 5.6% increase in the quarterly dividend to $0.57 per share, effective with the dividend payable on June 14, 2011.
  • 7The new annual dividend rate is $2.28 per share, up from the previous rate of $2.16 per share.

Frequently Asked Questions

The meeting saw the election of all director nominees, ratification of PricewaterhouseCoopers LLP as the independent auditor, and advisory approval of executive compensation policies. Shareholders also supported an annual advisory vote on executive compensation. However, three specific shareholder proposals did not pass.

The increase in the quarterly dividend to $0.57 per share (an annual rate of $2.28) reflects the company's confidence in its financial performance and its commitment to returning capital to shareholders. This marks a 5.6% increase over the previous dividend rate.

Shareholder proposals regarding 'Pharmaceutical Price Restraint,' 'Amendment to the Company’s Equal Employment Opportunity Policy,' and 'Adopting Non-Animal Methods for Training' did not receive approval from the shareholders.

Shareholders approved, on an advisory basis, the executive compensation philosophy, policies, and procedures. They also approved, on an advisory basis, holding an advisory vote on the compensation of named executive officers every one (1) year.