8-KShareholder MattersOther EventsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Shareholder Vote Results (Apr 26, 2013)

Filed April 26, 2013For Securities:JNJ

Summary

Johnson & Johnson (JNJ) filed an 8-K on April 25, 2013, detailing the outcomes of its Annual Shareholder Meeting held on April 24, 2013. The meeting saw the election of all 12 director nominees by a significant margin, indicating strong shareholder confidence in the current board. Shareholders also approved, on an advisory basis, the company's executive compensation policies, aligning with management's recommendations. Furthermore, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2013 was ratified. However, three shareholder proposals – concerning executive stock retention, political contributions, and the appointment of an independent board chairman – did not receive majority approval. In a separate but related announcement, the company's Board of Directors declared a regular quarterly dividend of $0.66 per share, payable in June 2013, reinforcing its commitment to shareholder returns.

Key Highlights

  • 1All 12 director nominees were successfully elected to the Board of Directors.
  • 2Shareholders approved, on an advisory basis, the executive compensation package and policies.
  • 3PricewaterhouseCoopers LLP was ratified as the company's independent auditor for fiscal year 2013.
  • 4Shareholder proposals on executive stock retention, political contributions, and independent board chairman did not pass.
  • 5A regular quarterly dividend of $0.66 per share was declared, payable on June 11, 2013.
  • 6The dividend record date is May 28, 2013, and payment date is June 11, 2013.

Frequently Asked Questions

The main outcomes were the election of all 12 director nominees, the advisory approval of executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Three shareholder proposals did not pass. Additionally, a quarterly dividend of $0.66 per share was declared.

Yes, shareholders approved the executive compensation philosophy, policies, and the compensation of executive officers on an advisory basis. The vote was strongly in favor, with over 1.7 billion shares voting for the proposal.

Yes, three shareholder proposals did not receive majority approval: one regarding executives retaining significant stock, another concerning political contributions and corporate values, and a third advocating for an independent board chairman.

Johnson & Johnson declared a regular quarterly dividend of $0.66 per share. This dividend is payable on June 11, 2013, to shareholders of record as of the close of business on May 28, 2013.