Shareholders back Johnson & Johnson (NYSE: JNJ) board, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Johnson & Johnson reported the results of its 2026 Annual Meeting of Shareholders held on April 23, 2026. Shareholders elected all 12 director nominees to the Board of Directors, with each nominee receiving significantly more votes "For" than "Against."

Investors also approved, on an advisory basis, the company’s executive compensation program described in the 2026 Proxy Statement, and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. A shareholder proposal to adopt a policy requiring an independent board chair did not pass, receiving substantially more votes "Against" than "For."

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual meeting date: April 23, 2026 Say on Pay votes For: 1,641,173,032 votes Auditor ratification votes For: 1,914,846,474 votes +3 more

6 metrics

Annual meeting date April 23, 2026 2026 Annual Meeting of Shareholders held on this date

Say on Pay votes For 1,641,173,032 votes Advisory vote approving named executive officer compensation

Auditor ratification votes For 1,914,846,474 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Independent chair proposal votes For 406,353,048 votes Shareholder proposal for independent board chair

Independent chair proposal votes Against 1,326,857,173 votes Shareholder proposal did not pass

Director P. A. Johnson votes For 1,724,394,799 votes Election of P. A. Johnson to Board of Directors

Key Terms

Annual Meeting of Shareholders, advisory basis, independent registered public accounting firm, shareholder proposal, +1 more

5 terms

Annual Meeting of Shareholders financial

"The 2026 Annual Meeting of Shareholders of the Company was held"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

advisory basis financial

"approved, on an advisory basis, the executive compensation philosophy"

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"did not approve the shareholder proposal to adopt a policy requiring an independent board chair"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Say on Pay financial

"Advisory vote to approve named executive officer compensation (Say on Pay)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Understanding 8-K Material Events →

04/27/2026 - 05:33 PM

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 23, 2026

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
1.150% Notes Due November 2028	JNJ28	New York Stock Exchange
2.700% Notes Due February 2029	JNJ29B	New York Stock Exchange
3.200% Notes Due June 2032	JNJ32	New York Stock Exchange
3.050% Notes Due February 2033	JNJ33B	New York Stock Exchange
1.650% Notes Due May 2035	JNJ35	New York Stock Exchange
3.350% Notes Due June 2036	JNJ36A	New York Stock Exchange
3.350% Notes Due February 2037	JNJ37B	New York Stock Exchange
3.550% Notes Due June 2044	JNJ44	New York Stock Exchange
3.600% Notes Due February 2045	JNJ45	New York Stock Exchange
3.700% Notes Due February 2055	JNJ55	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2026 Annual Meeting of Shareholders of the Company was held on April 23, 2026.

(b) At the 2026 Annual Meeting of Shareholders, the shareholders:

•elected all 12 Director nominees named in the 2026 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 2026 Proxy Statement and the compensation of the Company’s executive officers named in the 2026 Proxy Statement, as disclosed therein;

•ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026; and

•did not approve the shareholder proposal to adopt a policy requiring an independent board chair.

The following are the final voting results for each of the four items voted on at the meeting.

1. Election of Directors:


	Shares For	Shares Against	Shares Abstain	Non-Votes
M. C. Beckerle	1,717,960,024	21,523,602	3,071,503	314,406,723
J. A. Doudna	1,722,365,064	17,232,471	2,957,594	314,406,723
J. Duato	1,654,870,358	84,725,734	2,959,037	314,406,723
M. A. Hewson	1,694,721,822	43,362,781	4,470,526	314,406,723
P. A. Johnson	1,724,394,799	15,093,883	3,066,447	314,406,723
H. Joly	1,664,230,485	75,001,172	3,323,472	314,406,723
M. B. McClellan	1,716,126,914	23,153,464	3,274,751	314,406,723
J. G. Morikis	1,722,975,295	16,204,254	3,375,580	314,406,723
D. E. Pinto	1,729,298,557	10,014,607	3,241,965	314,406,723
M. A. Weinberger	1,676,844,107	61,834,491	3,876,531	314,406,723
N. Y. West	1,716,608,777	22,801,606	3,144,746	314,406,723
E. A. Woods	1,682,880,891	56,411,905	3,262,333	314,406,723

2. Advisory vote to approve named executive officer compensation (Say on Pay):


For	Against	Abstained	Non-Votes
1,641,173,032	91,774,923	9,607,174	314,406,723

3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026:


For	Against	Abstained	Non-Votes
1,914,846,474	138,633,899	3,481,479	0

4. Shareholder Proposal - independent board chair:


For	Against	Abstained	Non-Votes
406,353,048	1,326,857,173	9,344,908	314,406,723

Item 9.01 Financial statements and exhibits

(d) Exhibits.


Exhibit No.						Description of Exhibit
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.

Date: April 27, 2026


			JOHNSON & JOHNSON
			(Registrant)

By:			/s/ Marc Larkins
			Marc Larkins Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Johnson & Johnson (JNJ) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all 12 director nominees, backed the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, confirming support for the company’s board, pay program, and external auditor.

When was Johnson & Johnson’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders was held on April 23, 2026. At this meeting, investors voted on director elections, an advisory Say on Pay resolution, ratification of the external auditor, and a shareholder proposal regarding an independent board chair.

How did Johnson & Johnson (JNJ) shareholders vote on executive compensation (Say on Pay)?

Shareholders approved the advisory Say on Pay proposal, with 1,641,173,032 votes For, 91,774,923 Against, and 9,607,174 Abstained. This indicates broad support for the compensation philosophy, policies, and named executive officer pay described in the 2026 Proxy Statement.

What were the vote results on Johnson & Johnson’s independent auditor for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Johnson & Johnson’s independent registered public accounting firm for 2026. The proposal received 1,914,846,474 votes For, 138,633,899 Against, and 3,481,479 Abstained, with no broker non-votes reported on this item.

Did Johnson & Johnson shareholders approve the independent board chair proposal?

No. The shareholder proposal to adopt a policy requiring an independent board chair did not pass. It received 406,353,048 votes For, 1,326,857,173 Against, 9,344,908 Abstained, and 314,406,723 broker non-votes, indicating most voting shareholders opposed the change.

How strong was support for Johnson & Johnson’s director nominees in 2026?

All 12 nominees were elected with large majorities of votes cast in favor. For example, P. A. Johnson received 1,724,394,799 votes For and 15,093,883 Against, while non-votes on each director item totaled 314,406,723, reflecting broad backing for the full slate.

Filing Exhibits & Attachments

4 documents