8-KCorporate ChangesExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Bylaw Amendment (Jan 26, 2016)

Filed January 26, 2016For Securities:JNJ

Summary

Johnson & Johnson (JNJ) filed an 8-K on January 26, 2016, announcing significant amendments to its By-Laws, effective January 26, 2016. The most impactful change for investors is the implementation of proxy access, allowing eligible shareholders to nominate director candidates on the company's proxy card. This move reflects an alignment with evolving corporate governance best practices and shareholder rights. Key parameters for proxy access include a 3% ownership threshold held for three years, the ability for up to 20 shareholders to group their holdings, and provisions for loaned shares. Other amendments refine advance notice provisions for shareholder proposals, clarify board meeting procedures, and introduce updated requirements for directors and nominees regarding voting, compensation, and confidentiality. These changes are designed to enhance shareholder engagement and streamline corporate governance processes.

Key Highlights

  • 1Johnson & Johnson adopted amended By-Laws effective January 26, 2016.
  • 2The primary amendment implements proxy access, allowing shareholders to nominate directors.
  • 3Proxy access requires a minimum 3% ownership stake held continuously for 3 years.
  • 4Up to 20 shareholders can aggregate their holdings to meet the 3% ownership threshold.
  • 5The company's Board size (or a minimum of two) limits the number of shareholder-nominated directors.
  • 6Amendments also update advance notice provisions for shareholder meetings and proposals.
  • 7Technical and clarifying refinements were made to various sections of the By-Laws concerning board meetings and director requirements.

Frequently Asked Questions

Proxy access allows eligible shareholders to nominate director candidates to appear on Johnson & Johnson's official proxy statement and ballot during annual meetings. This empowers shareholders to have a more direct say in the composition of the Board of Directors.

To nominate a director via proxy access, a shareholder (or a group of up to 20 shareholders) must have continuously owned at least 3% of the company's outstanding shares entitled to vote for a minimum of three years leading up to the annual meeting.

Shareholders can nominate up to 20% of the Board's existing size, rounded down. If the Board has fewer than 10 directors, a minimum of two director nominees can be put forward.

The By-Laws were updated to include more detailed informational requirements and deadlines for shareholder nominations and proposals, provide the Board with flexibility on scheduling certain meetings, adjust the number of directors needed to call special board meetings, and introduce new requirements related to voting, compensation, and confidentiality for directors and nominees.