JOHNSON & JOHNSON Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information included in the third bullet under Item 5.07(b) below is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2022 Annual Meeting of Shareholders was held on
(b) At the 2022 Annual Meeting of Shareholders, the shareholders:
•elected all 14 Director nominees named in the 2022 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 2022 Proxy Statement and the compensation of the Company's executive officers named in the 2022 Proxy Statement, as disclosed therein; •approved the Company's 2022 Long-Term Incentive Plan (the "2022 Plan"), which was previously approved by the Company's Board of Directors onMarch 7, 2022 ; a description of the terms and conditions of the 2022 Plan and the amounts payable thereunder is included in the 2022 Proxy Statement under "Item 3: Approval of the Company's 2022 Long-Term Incentive Plan," beginning on page 110 of the 2022 Proxy Statement; the description of the 2022 Plan in the 2022 Proxy Statement is qualified in its entirety by reference to the full text of the 2022 Plan, which is attached as Appendix A to the 2022 Proxy Statement;
•ratified the appointment of
•did not approve the shareholder proposal for a civil rights, equity, diversity & inclusion audit proposal;
•approved the shareholder proposal for a third party racial justice audit;
•did not approve the shareholder proposal for a report on government financial support and access to COVID-19 vaccines and therapeutics;
•did not approve the shareholder proposal for a report on public health costs of protecting vaccine technology;
•did not approve the shareholder proposal to discontinue global sales of baby powder containing talc;
•did not approve the shareholder proposal for a request for charitable donations disclosure;
•did not approve the shareholder proposal for a third party review and report on lobbying activities alignment with the Company's position on universal health coverage;
•did not approve the shareholder proposal to adopt policy to include legal and compliance costs in incentive compensation metrics; and
•did not approve the shareholder proposal for CEO compensation to weigh workforce pay and ownership.
The following are the final voting results for each of the thirteen items voted on at the meeting.
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1. Election of Directors:
Shares For Shares Against Shares Abstain Non-Votes
D. Adamczyk 1,821,875,407 21,631,193 5,530,991 346,482,920
M. C. Beckerle 1,827,119,327 16,556,459 5,361,805 346,482,920
D. S. Davis 1,804,888,350 38,606,493 5,542,748 346,482,920
I. E. L. Davis 1,794,374,557 48,881,358 5,781,676 346,482,920
J. A. Doudna 1,821,404,683 22,800,923 4,831,985 346,482,920
J. Duato 1,835,249,999 8,652,237 5,135,355 346,482,920
A. Gorsky 1,744,897,480 98,478,059 5,662,052 346,482,920
M. A. Hewson 1,792,683,677 51,493,950 4,859,964 346,482,920
H. Joly 1,793,561,898 49,872,480 5,603,213 346,482,920
M. B. McClellan 1,695,564,934 147,919,856 5,552,801 346,482,920
A. M. Mulcahy 1,730,711,988 113,274,497 5,051,106 346,482,920
A. E. Washington 1,802,878,123 40,670,398 5,489,070 346,482,920
M. A. Weinberger 1,815,423,637 28,240,835 5,373,119 346,482,920
N. Y. West 1,834,814,211 8,991,427 5,231,953 346,482,920
2. Advisory Vote to Approve Named Executive Officer Compensation:
For 1,579,815,895
Against 257,738,128
Abstain 11,483,568
Non-Votes 346,482,920
3. Approval of the Company's 2022 Long-Term Incentive Plan
For 1,675,020,466
Against 165,231,757
Abstain 8,785,368
Non-Votes 346,482,920
4. Ratification of Appointment of
For 2,041,408,099
Against 147,081,482
Abstain 7,030,930
Non-Votes N/A
6. Shareholder Proposal - Civil Rights, Equity, Diversity & Inclusion Audit
Proposal:
For 50,182,969
Against 1,777,981,079
Abstain 20,873,543
Non-Votes 346,482,920
7. Shareholder Proposal - Third Party Racial Justice Audit:
For 1,144,529,241
Against 682,570,135
Abstain 21,938,215
Non-Votes 346,482,920
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8. Shareholder Proposal - Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics:
For 616,715,019
Against 1,207,732,861
Abstain 24,589,711
Non-Votes 346,482,920
9. Shareholder Proposal - Report on Public Health Costs of Protecting Vaccine
Technology:
For 156,919,718
Against 1,650,063,722
Abstain 42,054,151
Non-Votes 346,482,920
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10. Shareholder Proposal - Discontinue Global Sales of Baby Powder Containing
Talc:
For 279,116,458
Against 1,506,309,151
Abstain 63,611,982
Non-Votes 346,482,920
11. Shareholder Proposal - Request for Charitable Donations Disclosure:
For 74,744,360
Against 1,762,811,483
Abstain 11,481,748
Non-Votes 346,482,920
12. Shareholder Proposal - Third Party Review and Report on Lobbying Activities Alignment with Position on Universal Health Coverage:
For 794,680,143
Against 1,042,341,388
Abstain 12,016,060
Non-Votes 346,482,920
13. Shareholder Proposal - Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics:
For 877,012,827
Against 961,185,621
Abstain 10,839,143
Non-Votes 346,482,920
14. Shareholder Proposal - CEO Compensation to Weigh Workforce Pay and
Ownership:
For 196,312,525
Against 1,617,183,502
Abstain 35,541,564
Non-Votes 346,482,920
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