Johnson & Johnson
JOHNSON & JOHNSON (Form: 8-K, Received: 04/30/2018 17:32:57)


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 26, 2018

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(Exact name of registrant as specified in its charter)

New Jersey
I-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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
I ndicate 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 o
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. o





Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)    The annual meeting of the shareholders of the company was held on April 26, 2018.
(b)    At the meeting, the shareholders:
elected all 11 Director nominees named in the 2018 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 2018 Proxy Statement and the compensation of the company's executive officers named in the 2018 Proxy Statement, as disclosed therein;
ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year 2018;
did not approve the shareholder proposal for accounting for litigation and compliance in executive compensation performance measures; and
did not approve the shareholder proposal for shareholder ability to call special shareholder meeting.
The following are the final voting results for each of the five items voted on at the meeting.

1.    Election of Directors:
 
 
Shares For
 
Shares Against
 
Shares Abstain
 
Non-Votes
M. C. Beckerle
 
1,815,913,796
 
14,676,505
 
3,946,729
 
450,680,732
D. S. Davis
 
1,804,670,701
 
25,370,455
 
4,495,874
 
450,680,732
I. E. L. Davis
 
1,816,087,891
 
13,806,349
 
4,642,790
 
450,680,732
J. A. Doudna
 
1,821,757,078
 
8,756,037
 
4,023,915
 
450,680,732
A. Gorsky
 
1,744,021,796
 
77,674,527
 
12,840,707
 
450,680,732
M. B. McClellan
 
1,816,078,124
 
13,921,928
 
4,536,978
 
450,680,732
A. M. Mulcahy
 
1,780,042,323
 
50,220,170
 
4,274,537
 
450,680,732
W. D. Perez
 
1,785,639,066
 
29,543,828
 
19,354,136
 
450,680,732
C. Prince
 
1,787,304,601
 
42,098,642
 
5,133,787
 
450,680,732
A. E. Washington
 
1,804,415,603
 
25,712,952
 
4,408,475
 
450,680,732
R. A. Williams
 
1,795,811,793
 
34,242,728
 
4,482,509
 
450,680,732

2.    Advisory Vote to Approve Named Executive Officer Compensation:
For
1,671,391,454
Against
153,050,767
Abstain
10,094,809
Non-Votes
450,680,732

3.    Ratification of Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting
Firm for 2018:
For
2,206,530,284
Against
72,434,015
Abstain
6,253,463






4.    Shareholder Proposal - Accounting for Litigation and Compliance in Executive Compensation Performance
Measures:
For
323,378,611
Against
1,497,923,365
Abstain
13,235,054
Non-Votes
450,680,732

5.    Shareholder Proposal - Amendment to Shareholder Ability to Call Special Shareholder Meeting:
For
845,090,800
Against
975,431,633
Abstain
14,014,597
Non-Votes
450,680,732

Item 8.01  Other Events.
On April 26, 2018, the company announced that its Board of Directors declared a 7.1% increase in the quarterly dividend rate, from $0.84 to $0.90 per share. At the new rate, the indicated dividend on an annual basis is $3.60 per share compared to the previous rate of $3.36 per share. The next quarterly dividend is payable on June 12, 2018 to shareholders of record as of the close of business on May 29, 2018.
The company's related press release is attached to this Report as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.      Description
99.1         Johnson & Johnson Press Release dated April 26, 2018.






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.


 
 
Johnson & Johnson
 
 
 
 (Registrant)
 
Date:  April 30, 2018
By:
/s/ Thomas J. Spellman III
 
 
 
Thomas J. Spellman III
 
 
 
Secretary
 






Exhibit 99.1

Press Contacts:
Ernie Knewitz
 
 
(732) 524-6623
 
 
(917) 697-2318 (M)
 
 
 
 
Investor Contacts:
Joseph J. Wolk
Lisa Romanko
 
(732) 524-1142
(732) 524-3922

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FOR IMMEDIATE RELEASE

Johnson & Johnson Announces
Dividend Increase of 7.1%

New Brunswick, N.J. (April 26, 2018) - Johnson & Johnson today announced that its Board of Directors has declared a 7.1% increase in the quarterly dividend rate, from $0.84 per share to $0.90 per share. The increase was announced this morning at the Annual Meeting of Shareholders in New Brunswick, N.J.
“In recognition of our 2017 results, strong financial position and confidence in the future of Johnson & Johnson, the Board has voted to increase the quarterly dividend for the 56th consecutive year,” said Alex Gorsky, Chairman and Chief Executive Officer of the company.
At the new rate, the indicated dividend on an annual basis is $3.60 per share compared to the previous rate of $3.36 per share. The next quarterly dividend is payable on June 12, 2018 to shareholders of record as of the close of business on May 29, 2018. The ex-dividend date is May 25, 2018.

About Johnson & Johnson
At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 130 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity.             
     
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