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8-KThe WireRoutine

Shareholder Vote

Filed Apr 28, 2026 · 2mo ago · Accession 0000200406-26-000089

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM  8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported):  April 23, 2026 Johnson & Johnson (Exact name of registrant as specified in its charter) New Jersey 1-3215 22-1024240 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) One Johnson & Johnson Plaza , New Brunswick , New Jersey    08933   (Address of Principal Executive Offices)  (Zip Code)  Registrant's telephone number, including area code: 732 - 524-0400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $1.00 JNJ New York Stock Exchange 1.150% Notes Due November 2028 JNJ28 New York Stock Exchange 2.700% Notes Due February 2029 JNJ29B New York Stock Exchange 3.200% Notes Due June 2032 JNJ32 New York Stock Exchange 3.050% Notes Due February 2033 JNJ33B New York Stock Exchange 1.650% Notes Due May 2035 JNJ35 New York Stock Exchange 3.350% Notes Due June 2036 JNJ36A New York Stock Exchange 3.350% Notes Due February 2037 JNJ37B New York Stock Exchange 3.550% Notes Due June 2044 JNJ44 New York Stock Exchange 3.600% Notes Due February 2045 JNJ45 New York Stock Exchange 3.700% Notes Due February 2055 JNJ55 New York Stock Exchange Item 5.07 Submission of Matters to a Vote of Security Holders. (a)    T he 2026 Annual Meeting of Shareholders of the Company was held on April 23, 2026. (b)    At the 2026 Annual Meeting of Shareholders, the shareholders: • elected all 12 Director nominees named in the 2026 Proxy Statement to the Company ’ s Board of Directors; • approved, on an advisory basis, the executive compensation philosophy, policies and procedures described in the “Compensation Discussion and Analysis” section of the 2026 Proxy Statement and the compensation of the Company’s executive officers named in the 2026 Proxy Statement, as disclosed therein; • ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026; and • did not approve the shareholder proposal to adopt a policy requiring an independent board chair. The following are the final voting results for each of the four items voted on at the meeting. 1.      Election of Directors: Shares For Shares Against Shares Abstain Non-Votes M. C. Beckerle 1,717,960,024 21,523,602 3,071,503 314,406,723 J. A. Doudna 1,722,365,064 17,232,471 2,957,594 314,406,723 J. Duato 1,654,870,358 84,725,734 2,959,037 314,406,723 M. A. Hewson 1,694,721,822 43,362,781 4,470,526 314,406,723 P. A. Johnson 1,724,394,799 15,093,883 3,066,447 314,406,723 H. Joly 1,664,230,485 75,001,172 3,323,472 314,406,723 M. B. McClellan 1,716,126,914 23,153,464 3,274,751 314,406,723 J. G. Morikis 1,722,975,295 16,204,254 3,375,580 314,406,723 D. E. Pinto 1,729,298,557 10,014,607 3,241,965 314,406,723 M. A. Weinberger 1,676,844,107 61,834,491 3,876,531 314,406,723 N. Y. West 1,716,608,777 22,801,606 3,144,746 314,406,723 E. A. Woods 1,682,880,891 56,411,905 3,262,333 314,406,723 2.    Advisory vote to approve named executive officer compensation (Say on Pay): For Against Abstained Non-Votes 1,641,173,032 91,774,923 9,607,174 314,406,723 3.    Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 : For Against Abstained Non-Votes 1,914,846,474 138,633,899 3,481,479 0 4.    Shareholder Proposal - independent board chair: For Against Abstained Non-Votes 406,353,048 1,326,857,173 9,344,908 314,406,723 Item 9.01 Financial statements and exhibits (d)    Exhibits. Exhibit No. Description of Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 27, 2026 JOHNSON & JOHNSON (Registrant) By: /s/ Marc Larkins Marc Larkins Corporate Secretary
Filing details
Ticker
JNJ
CIK
200406
Form type
8-K
Filing date
Apr 28, 2026
Report date
Apr 23, 2026
Document
jnj-20260423.htm
Size
292 KB