8-K

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): 

February 14, 2023

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) 

☐             Recommencement 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
0.650% Notes Due May 2024	JNJ24C	New York Stock Exchange
5.50% Notes Due November 2024	JNJ24BP	New York Stock Exchange
1.150% Notes Due November 2028	JNJ28	New York Stock Exchange
1.650% Notes Due May 2035	JNJ35	New York Stock Exchange

Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Johnson & Johnson (the “Company”) announced on February 14, 2023, that Paula A. Johnson, Chairman and Chief Executive Officer of Honeywell, has been appointed to its Board of Directors (the “Board”), effective immediately. Ms. Johnson will serve as a member of the Board’s Nominating & Corporate Governance Committee, effective as of April 27, 2023. As a non-employee Director of the Company, Ms. Johnson will receive compensation as described in the “Director Compensation” section of the Company's 2023 Proxy Statement.

The Company’s press release announcing the appointment is attached to this Report as Exhibit 99.1.

Item 9.01            Financial Statements and Exhibits

(d)     Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 14, 2022
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.

		Johnson & Johnson
			(Registrant)
Date:	February 14, 2023	By:	/s/ Marc Larkins
			Marc Larkins Corporate Secretary

EX-99.1

Johnson & Johnson Names Paula A. Johnson, President of Wellesley College, to its Board of Directors New Brunswick, NJ (February 14, 2023) – Johnson & Johnson (NYSE: JNJ) announced today that Paula A. Johnson, MD, MPH, President of Wellesley College, has been appointed to its Board of Directors. “I am excited to welcome Dr. Paula Johnson to Johnson & Johnson’s Board of Directors,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “Paula is an impressive leader, physician-scientist, and educator, with expertise in improving health outcomes for patients around the globe. Her extensive knowledge of medical research, public health, and health policy, and her proven leadership across complex organizations will provide a unique skillset to the Johnson & Johnson Board of Directors. On behalf of the Board, we look forward to working with Paula as the Company continues to innovate to profoundly impact health for humanity.” Dr. Johnson said, “I am honored to join Johnson & Johnson’s Board of Directors and advance the Company’s mission. I have always been passionate about health, science and helping people achieve positive health outcomes, and I look forward to serving with fellow directors who share a similar passion and commitment to improving the lives of people around the world.” About Paula A. Johnson, MD, MPH Dr. Johnson is a pioneer who brings decades of experience in the fields of academic medicine, public health, and higher education. Currently, Dr. Johnson is the 14th President of Wellesley College. In this role, she has placed the College at the forefront of science, technology, engineering, and mathematics education for women and has led the creation of the school’s new strategic plan. Dr. Johnson has held several leadership roles in her career as a physician-scientist. She most recently served as the Grayce A. Young Family Professor of Medicine in Women’s Health at Harvard Medical School and a professor of epidemiology at the Harvard T.H. Chan School of Health. In addition, she founded the Connors Center for Women’s Health and Gender Biology at Brigham and Women’s Hospital. Dr. Johnson has served on several national and international boards, and she currently serves on the board of directors for Rockefeller University and the Isabella Stewart Gardner Museum in Boston. Dr. Johnson attended Harvard University, where she earned her bachelor’s, master’s, and doctoral degrees. She also trained in internal medicine and cardiovascular medicine at Brigham and Women’s Hospital. The full Board of Directors list is available on the Johnson & Johnson website at https://www.jnj.com/leadership/our-leadership-team#board-of-directors. 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 135 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. Press Contacts Tesia Williams media-relations@its.jnj.com Investor Contacts Jessica Moore RA-JJCUS-InvestorRel@ITS.JNJ.com

XML

Cover	Feb. 14, 2023
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	Johnson & Johnson
Entity Incorporation, State or Country Code	NJ
Entity File Number	1-3215
Entity Tax Identification Number	22-1024240
Entity Address, Address Line One	One Johnson & Johnson Plaza
Entity Address, City or Town	New Brunswick
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08933
City Area Code	732
Local Phone Number	524-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000200406
Amendment Flag	false
Document Period End Date	Feb. 14, 2023
Common Stock, Par Value $1.00
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $1.00
Trading Symbol	JNJ
Security Exchange Name	NYSE
0.650% Notes Due May 2024
Entity Information [Line Items]
Title of 12(b) Security	0.650% Notes Due May 2024
Trading Symbol	JNJ24C
Security Exchange Name	NYSE
5.50% Notes Due November 2024
Entity Information [Line Items]
Title of 12(b) Security	5.50% Notes Due November 2024
Trading Symbol	JNJ24BP
Security Exchange Name	NYSE
1.150% Notes Due November 2028
Entity Information [Line Items]
Title of 12(b) Security	1.150% Notes Due November 2028
Trading Symbol	JNJ28
Security Exchange Name	NYSE
1.650% Notes Due May 2035
Entity Information [Line Items]
Title of 12(b) Security	1.650% Notes Due May 2035
Trading Symbol	JNJ35
Security Exchange Name	NYSE