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): 

November 30, 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) 

☐             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
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.

On November 30, 2023, Johnson & Johnson (the “Company” or “Johnson & Johnson”) announced that Eugene A. Woods, MBA, MHA, was elected to the Board of Directors.

As a non-employee director of the Company, Mr. Woods will receive compensation as described in the “Director Compensation” section of the Company’s 2023 Proxy Statement.

Mr. Woods is the Chief Executive Officer of Advocate Health. Advocate Health purchases the Company’s medical technologies and pharmaceuticals in the ordinary course of business. During fiscal year 2022, Advocate Health paid the Company approximately $175 million for products used in its hospitals and the Company paid Advocate Health less than $1 million in connection with clinical trials.

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 November 30, 2023
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:	December 5, 2023	By:	/s/ Marc Larkins
			Marc Larkins Corporate Secretary