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Form 8-K JOHNSON & JOHNSON For: Apr 28

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May 2, 2016 5:34 PM EDT


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 28, 2016


(Exact name of registrant as specified in its charter)
 

New Jersey
I-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:
 
 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      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 28, 2016.
 
(b)           At the meeting, the shareholders:

•
elected all 11 Director nominees named in the 2016 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 2016 Proxy Statement and the compensation of the company's executive officers named in the 2016 Proxy Statement, as disclosed therein;
•
ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year 2016.
   
The shareholders did not approve the following shareholder proposals: Policy for Share Repurchase Preference; Independent Board Chairman; Report on Lobbying Disclosure; and Take-Back Programs for Unused Medicines.
 
The following are the final voting results for each of the seven items voted on at the meeting.

1.    Election of Directors:

 
 
Shares For
 
Shares Against
 
Shares Abstain
 
Non-Votes
M. C. Beckerle
 
1,880,530,167

 
 
17,533,853

 
 
3,991,543

 
 
449,840,303

 
D. S. Davis
 
1,880,229,333

 
 
17,270,384

 
 
4,555,846

 
 
449,840,303

 
I. E. L. Davis
 
1,883,846,159

 
 
13,739,729

 
 
4,469,675

 
 
449,840,303

 
A. Gorsky
 
1,805,441,097

 
 
85,549,938

 
 
11,064,528

 
 
449,840,303

 
S. L. Lindquist
 
1,876,819,255

 
 
21,279,684

 
 
3,956,624

 
 
449,840,303

 
M. B. McClellan
 
1,879,251,329

 
 
18,502,763

 
 
4,301,471

 
 
449,840,303

 
A. M. Mulcahy
 
1,838,387,158

 
 
59,522,463

 
 
4,145,942

 
 
449,840,303

 
W. D. Perez
 
1,839,909,877

 
 
57,593,615

 
 
4,552,071

 
 
449,840,303

 
C. Prince
 
1,832,184,383

 
 
65,089,103

 
 
4,782,077

 
 
449,840,303

 
A. E. Washington
 
1,855,086,155

 
 
42,581,365

 
 
4,388,043

 
 
449,840,303

 
R. A. Williams
 
1,843,773,343

 
 
53,758,872

 
 
4,523,348

 
 
449,840,303

 

2.    Advisory Vote to Approve Named Executive Officer Compensation:

For
1,763,021,715

 
Against
127,196,030

 
Abstain
11,837,818

 
Non-Votes
449,840,303

 

3.    Ratification of Appointment of Independent Registered Public Accounting Firm:
(PricewaterhouseCoopers LLP)

For
2,304,912,946

 
Against
39,230,456

 
Abstain
7,752,464

 





4.    Shareholder Proposal - Policy for Share Repurchase Preference:

For
36,511,886

 
Against
1,846,015,914

 
Abstain
19,527,763

 
Non-Votes
449,840,303

 

5.    Shareholder Proposal - Independent Board Chairman:

For
771,552,524

 
Against
1,117,996,799

 
Abstain
12,506,240

 
Non-Votes
449,840,303

 


6.    Shareholder Proposal - Report on Lobbying Disclosure:

For
169,701,946

 
Against
1,620,113,869

 
Abstain
112,239,748

 
Non-Votes
449,840,303

 

7. Shareholder Proposal - Take-Back Programs for Unused Medicines:

For
125,913,879

 
Against
1,628,498,682

 
Abstain
147,643,002

 
Non-Votes
449,840,303

 


Item 8.01  Other Events.

On April 28, 2016, the company announced that its Board of Directors declared a 6.7% increase in the quarterly dividend rate, from $0.75 to $0.80 per share. At the new rate, the indicated dividend on an annual basis is $3.20 per share compared to the previous rate of $3.00 per share. The next quarterly dividend is payable on June 7, 2016 to shareholders of record as of the close of business on May 24, 2016.

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 28, 2016.



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:  May 2, 2016
By:
/s/ Lacey P. Elberg
 
 
 
Lacey P. Elberg
 
 
 
Assistant Secretary
 
 
 











Exhibit 99.1

Press Contacts:
Ernie Knewitz
Amy Jo Meyer
 
(732) 524-6623
732-524-6678
 
(917) 697-2318 (M)
908-616-6250 (M)
 
 
 
Investor Contacts:
Louise Mehrotra
Lesley Fishman
 
(732) 524-6491
(732) 524-3922



FOR IMMEDIATE RELEASE


Johnson & Johnson
Announces Dividend Increase of 6.7%

New Brunswick, N.J. (April 28, 2016) - Johnson & Johnson today announced that its Board of Directors has declared a 6.7% increase in the quarterly dividend rate, from $0.75 per share to $0.80 per share. The increase was announced this morning at the Annual Meeting of Shareholders in New Brunswick, N.J.

"In recognition of our 2015 results, strong financial position and confidence in the future of Johnson & Johnson, the Board has voted to increase the quarterly dividend for the 54th consecutive year," said Alex Gorsky, Chairman and Chief Executive Officer of the company.

At the new rate, the indicated dividend on an annual basis is $3.20 per share compared to the previous rate of $3.00 per share. The next quarterly dividend is payable on June 7, 2016 to shareholders of record as of the close of business on May 24, 2016. The ex-dividend date is May 20, 2016.

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 127,500 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.

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