Current Report
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, 2012
(Exact name of registrant as specified in its charter)
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New Jersey
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I-3215
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22-1024240
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, 2012.
(b) At the meeting, the shareholders:
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elected all 13 nominees for Director on the company's Board of Directors;
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approved, on an advisory basis, the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis section of the 2012 Proxy Statement and the compensation of the company's executive officers named in the 2012 Proxy Statement, as disclosed therein;
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approved the company's 2012 Long-Term Incentive Plan; and
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ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year 2012.
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The shareholders did not approve the following shareholder proposals: Independent Board Chairman; Binding Vote on Political Contributions; and Adopting Non-Animal Methods for Training.
The following are the final voting results for each of the seven items voted on at the meeting.
1. Election of Directors:
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Shares For
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Shares Against
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Shares Abstain
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Non-Votes
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M. S. Coleman
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1,749,065,761
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66,206,025
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6,697,662
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433,998,977
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J. G. Cullen
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1,734,660,751
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80,037,633
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7,272,174
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433,998,977
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I. E. L. Davis
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1,757,677,186
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56,661,987
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7,631,187
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433,998,977
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A. Gorsky
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1,792,454,095
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22,441,126
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7,074,752
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433,998,977
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M. M. E. Johns
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1,535,908,836
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278,936,112
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7,124,926
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433,998,977
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S. L. Lindquist
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1,752,721,703
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62,578,148
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6,669,118
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433,998,977
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A. M. Mulcahy
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1,427,295,346
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387,930,699
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6,744,583
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433,998,977
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L. F. Mullin
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1,746,268,529
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68,501,535
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7,200,172
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433,998,977
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W. D. Perez
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1,536,993,074
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277,603,060
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7,369,964
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433,998,977
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C. Prince
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1,362,832,831
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452,489,955
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6,643,026
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433,998,977
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D. Satcher
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1,749,638,315
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65,073,498
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7,257,330
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433,998,977
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W. C. Weldon
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1,697,136,879
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115,775,049
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8,958,552
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433,998,977
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R. A. Williams
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1,592,549,898
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222,178,544
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7,239,446
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433,998,977
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2. Advisory Vote to Approve Name Executive Officer Compensation:
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For
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1,010,085,914
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Against
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768,525,188
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Abstain
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43,326,917
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Non-Votes
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433,998,977
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3. Approval of the Company's 2012 Long-Term Incentive Plan:
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For
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1,373,900,405
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Against
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413,142,415
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Abstain
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34,927,598
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Non-Votes
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433,998,977
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4. Ratification of Appointment of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP)
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For
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2,161,178,052
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Against
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85,994,485
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Abstain
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8,796,325
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5. Shareholder Proposal on Independent Board Chairman:
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For
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775,693,441
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Against
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1,034,002,165
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Abstain
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12,258,241
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Non-Votes
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433,998,977
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6. Shareholder Proposal on Binding Vote on Political Contributions:
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For
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82,763,466
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Against
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1,686,722,323
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Abstain
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52,482,768
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Non-Votes
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433,998,977
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7. Shareholder Proposal on Adopting Non-Animal Methods for Training:
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For
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72,970,838
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Against
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1,592,497,790
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Abstain
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156,501,881
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Non-Votes
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433,998,977
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Item 8.01 Other Events.
On April 26, 2012, the Board of Directors of the company declared a regular quarterly dividend of $0.61 per share on the Common Stock of the Company, par value $1.00 per share, payable on June 12, 2012 to shareholders of record as of the close of business on May 29, 2012. 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, 2012
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.
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Johnson & Johnson
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(Registrant)
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Date: April 27, 2012
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By:
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/S/ DOUGLAS K. CHIA
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Douglas K. Chia
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Secretary
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Exhibit 99.1
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Press Contacts:
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Bill Price
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Al Wasilewski
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(732) 524-6623
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(732) 524-1130
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(732) 668-3735 (M)
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(732) 447-5918 (M)
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Investor Contacts:
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Louise Mehrotra
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Stan Panasewicz
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(732) 524-6491
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(732) 524-2524
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Lesley Fishman
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Ellen Sipos
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(732) 524-3922
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(732) 524-3709
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FOR IMMEDIATE RELEASE
Johnson & Johnson
Announces Dividend Increase of 7.0%
New Brunswick, NJ (April 26, 2012) -- Johnson & Johnson today announced that its Board of Directors has declared a 7.0% increase in the quarterly dividend rate, from $0.57 per share to $0.61 per share. The increase was announced this morning at the Annual Meeting of Shareholders in New Brunswick, NJ.
“In recognition of our 2011 results, our strong financial position, and confidence in the future of Johnson & Johnson, the Board has voted to increase the dividend for the 50th consecutive year,” said William C. Weldon, Chairman and Chief Executive Officer of the Company.
At the new rate, the indicated dividend on an annual basis is $2.44 per share compared to the previous rate of $2.28 per share. The next quarterly dividend is payable on June 12, 2012 to shareholders of record as of May 29, 2012.
About Johnson & Johnson
Caring for the world, one person at a time…inspires and unites the people of Johnson & Johnson. We embrace research and science - bringing innovative ideas, products and services to advance the health and well-being of people. Our approximately 117,000 employees at more than 250 Johnson & Johnson operating companies work with partners in health care to touch the lives of over a billion people every day, throughout the world.
-more-
(This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Johnson & Johnson. Risks and uncertainties include, but are not limited to, general industry conditions and competition; economic factors, such as interest rate and currency exchange rate fluctuations; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; challenges to patents; significant adverse litigation; impact of business combinations; financial distress and bankruptcies experienced by significant customers and suppliers; changes to governmental laws and regulations and domestic and foreign health care reforms; trends toward health care cost containment; increased scrutiny of the health care industry by government agencies; changes in behavior and spending patterns of purchasers of health care products and services; financial instability of international economies and sovereign risk; disruptions due to natural disasters; manufacturing difficulties or delays; and product efficacy or safety concerns resulting in product recalls or regulatory action. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99 of Johnson & Johnson's Annual Report on Form 10-K for the fiscal year ended January 1, 2012. Copies of this Form 10-K, as well as subsequent filings, are available online at www.sec.gov,
www.jnj.com
or on request from Johnson & Johnson. Johnson & Johnson does not undertake to update any forward-looking statements as a result of new information or future events or developments.)
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