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 12, 2020
Johnson & Johnson
(Exact name of registrant as specified in its charter)
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| | |
| 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))
Securities registered pursuant to Section 12(b) of the Act:
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| | |
| 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 |
| 0.250% Notes Due January 2022 | JNJ | New York Stock Exchange |
| 0.650% Notes Due May 2024 | JNJ | New York Stock Exchange |
| 5.50% Notes Due November 2024 | JNJ | New York Stock Exchange |
| 1.150% Notes Due November 2028 | JNJ | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ | New York Stock Exchange |
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. ☐
Item 7.01 Regulation FD Disclosure.
On February 11, 2020, the Board of Directors of Johnson & Johnson (the “Company) voted unanimously to submit a proposal to the Company’s shareholders at its 2020 Annual Shareholder Meeting (the “2020 Annual Meeting”) recommending the approval of an amendment to the Company’s Restated Certificate of Incorporation to delete the provision that provides that no director may be removed by a vote of the shareholders, except for cause (the “Proposed Amendment”).
The Proposed Amendment will be set forth in detail in the Company’s 2020 proxy statement, which will be filed in advance of the 2020 Annual Meeting. In the event the Proposed Amendment is approved at the 2020 Annual Meeting and becomes effective, the Board will approve a conforming amendment to the Company’s By-Laws.
The information furnished in connection with this current report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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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| | | | (Registrant) | |
| Date: | February 12, 2020 | By: | /s/ Renee A. Brutus | |
| | | | Renee A. Brutus Assistant Secretary | |
