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Definitive Proxy Statement
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Definitive Additional Materials
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Notice of Annual Meeting and Proxy Statement
March 15, 2017
You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson to be held at the State Theatre, 15 Livingston Avenue, New Brunswick, New Jersey on Thursday, April 27, 2017 at 10:00 a.m., Eastern Time. Doors will open at 9:15 a.m.
We will broadcast the meeting as a live webcast at
www.investor.jnj.com
, under “Webcasts & Presentations”. The webcast will remain available for replay for three months following the meeting.
Items of Business:
1. Elect the 10 nominees named in this Proxy Statement to serve as directors for the coming year;
2. Advisory vote on frequency of voting to approve named executive officer compensation;
3. Advisory vote to approve named executive officer compensation;
4. Re-approval of the material terms of performance goals under the 2012 Long-Term Incentive Plan;
5. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017;
6. Vote on the shareholder proposal contained in this Proxy Statement, if properly presented at the meeting; and
7. Transact such other matters as may properly come before the meeting, and at any adjournment or postponement of the meeting.
You are eligible to vote if you were a shareholder of record at the close of business on
February 28, 2017
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Our Board is committed to seeking new Board members who enhance our collective skill set and diversity. From 2009-2015, we brought on a new independent director each year with varying and deep skill sets, as we replaced our retiring directors. We continue to seek other qualified directors. We were deeply saddened at the passing of Dr. Susan Lindquist in October 2016, one of our longest-serving directors.
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This year, we altered the composition of our five key committees, with each committee having at least one new member and three committees, Compensation & Benefits, Regulatory, Compliance & Government Affairs and Science, Technology & Sustainability, each being led by a new director. Each committee continues to be comprised solely of independent directors. You can see more details on our committee composition and changes on pages 23 and 24 of this Proxy Statement.
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In direct response to what we heard during the course of this year’s shareholder engagement meetings, this year we are including a chart setting out the key skills of our Board. We are hopeful that this chart will provide shareholders with an easier format to view the collective skills and experience that enable our Board to provide strong governance and oversight to serve our shareholders.
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Some investors suggested in our dialogues that, as a matter of principle, the roles of Chairman and Chief Executive Officer should be separate at all public companies. For the reasons set out in our response to the shareholder proposal on page 88 of this Proxy Statement, the Board continues to have strong conviction that the current structure of combined Chairman and Chief Executive Officer, along with the establishment of a robust Lead Independent Director, works best for Johnson & Johnson and its shareholders at this time. I believe I was able to provide the investors with whom I met a better understanding of my role as Lead Director, how I interact with the Chairman and Chief Executive Officer and other directors, and my ongoing practice of active engagement with shareholders. The Board continues to monitor developments, but believes it is critically important from a governance perspective that it retain appropriate flexibility and sole authority to determine who serves as Chairman of our company at any given point in time.
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2017 Proxy Statement -
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COMPENSATION OF EXECUTIVES
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2017 Proxy Statement -
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AUDIT MATTERS
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2017 Proxy Statement -
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2017 Proxy Statement -
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BOARD COMPOSITION AND REFRESHMENT
(see page 15):
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2016 BOARD COMMITTEE ROTATION
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Directors
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Nominating & Corporate Governance
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Mary C. Beckerle
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Alex Gorsky
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Susan L. Lindquist
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William D. Perez
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Chairman of the Board:
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Did not stand for re-election in 2016
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2017 Proxy Statement -
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2017 Proxy Statement -
8
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MARY C. BECKERLE, Ph.D., Chief Executive Officer and Director, Huntsman Cancer Institute at the University of Utah; Distinguished Professor of Biology, College of Science, University of Utah
With her expertise in scientific research and organizational management in the health care arena, and her active participation in national and international scientific affairs, Dr. Beckerle provides a perspective crucial to a global health care company
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Director since 2015; Independent
Chairman, Science, Technology & Sustainability Committee; Member, Regulatory, Compliance & Government Affairs Committee
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Dr. Beckerle, 62, has served as CEO and Director of Huntsman Cancer Institute since 2006 and she was appointed in 2009 to an additional key health sciences leadership role as Associate Vice President for Cancer Affairs at the University of Utah. Dr. Beckerle joined the faculty of the University of Utah in 1986, and is a distinguished professor of biology and oncological sciences, holding the Ralph E. and Willia T. Main Presidential Professorship. Dr. Beckerle has served on the NIH Advisory Committee to the Director, on the Board of Directors of the American Association for Cancer Research, as president of the American Society for Cell Biology, and as the Chair of the American Cancer Society Council for Extramural Grants. She currently serves on a number of scientific advisory boards including, the Medical Advisory Board of the Howard Hughes Medical Institute and the Scientific Advisory Boards of the National Center for Biological Sciences at the Tata Institute of Fundamental Research in India, the Mechanobiology Institute in Singapore, and the Dana Farber/Harvard Cancer Center. Dr. Beckerle held a Guggenheim Fellowship at the Curie Institute in Paris, received the Utah Governor’s Medal for Science and Technology in 2001, the Sword of Hope Award from the American Cancer Society in 2004 and is an elected Fellow of the American Academy of Arts and Sciences. Dr. Beckerle was also named a National Association of Corporate Directors (NACD) Governance Fellow in 2012.
Other Public Company Board Service:
Huntsman Corporation (2011 to present)
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2017 Proxy Statement -
9
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D. SCOTT DAVIS, Former Chairman and Chief Executive Officer, United Parcel Service, Inc.
Having served as Chairman and CEO of the world’s largest publicly-traded logistics company, and given his knowledge and passion for emerging markets and international operations, deep understanding of public policy and global economic indicators, and expertise in management, strategy, finance and operations, Mr. Davis brings to our Board his unique expertise in supply chain logistics at a time of rapid global expansion in the health care industry.
Director since 2014; Independent
Chairman, Audit Committee; Member, Compensation & Benefits Committee
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Mr. Davis, 65, served as Chairman and Chief Executive Officer of United Parcel Service, Inc. (UPS) (shipment and logistics) from 2008 to 2014, and as Chairman from 2014 to 2016. Previously, Mr. Davis held various leadership positions with UPS, primarily in the finance and accounting area, including Vice Chairman and Chief Financial Officer. Prior to joining UPS, he was Chief Executive Officer of II Morrow Inc., a developer of general aviation and marine navigation instruments. Mr. Davis is a Certified Public Accountant. He previously served on the Board of the Federal Reserve Bank of Atlanta from 2003 to 2009, serving as Chairman in 2009. Mr. Davis is a trustee of the Annie E. Casey Foundation and a member of The Carter Center Board of Councilors.
Other Public Company Board Service
: Honeywell International, Inc. (2005 to present)
Recent Past Public Company Board Service:
United Parcel Service, Inc. (2008 to 2016); EndoChoice, Inc. (2014 to 2016)
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2017 Proxy Statement -
10
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ALEX GORSKY, Chairman, Board of Directors; Chief Executive Officer; Chairman, Executive Committee, Johnson & Johnson
Having started his career at Johnson & Johnson in 1988 and having been promoted to positions of increasing responsibility across business segments, culminating in his appointment to CEO and election to our Board of Directors in 2012, Mr. Gorsky brings a full range of strategic management expertise, a broad understanding of the issues facing a multinational business in the health care industry and an in-depth knowledge of the company’s business, history and culture to our Board and the Chairman position.
Director since 2012; Management
Chairman, Finance Committee
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Mr. Gorsky, 56, was appointed as Chairman, Board of Directors in December 2012. He was named Chief Executive Officer, Chairman of the Executive Committee and joined the Board of Directors in April 2012. Mr. Gorsky began his Johnson & Johnson career with Janssen Pharmaceutica Inc. in 1988. Over the next 15 years, he advanced through positions of increasing responsibility in sales, marketing, and management. In 2001, Mr. Gorsky was appointed President of Janssen Pharmaceutical Inc., and in 2003 he was named Company Group Chairman of the Johnson & Johnson pharmaceutical business in Europe, the Middle East and Africa. Mr. Gorsky left Johnson & Johnson in 2004 to join Novartis Pharmaceuticals Corporation, where he served as head of the company’s pharmaceutical business in North America. Mr. Gorsky returned to Johnson & Johnson in 2008 as Company Group Chairman for Ethicon. In early 2009, he was appointed Worldwide Chairman of the Surgical Care Group and member of the Executive Committee. In September 2009, he was appointed Worldwide Chairman of the Medical Devices and Diagnostics Group. Mr. Gorsky became Vice Chairman of the Executive Committee in January 2011. Mr. Gorsky also serves on the boards of the Travis Manion Foundation, the Congressional Medal of Honor Foundation and the National Academy Foundation.
Other Public Company Board Service:
International Business Machines Corporation (IBM) (2014 to present)
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2017 Proxy Statement -
11
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ANNE M. MULCAHY, Former Chairman and Chief Executive Officer, Xerox Corporation
Having served as Chairman and CEO of a large, global manufacturing and services company with one of the world’s most recognized brands and track record for innovation, Ms. Mulcahy provides to our Board valuable insight into organizational and operational management issues crucial to a large public company, as well as a strong reputation for leadership in business innovation and talent development.
Lead Director since 2012
Director since 2009; Independent
Member, Audit Committee; Member, Nominating & Corporate Governance Committee; Member, Finance Committee
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Ms. Mulcahy, 64, was Chairman and Chief Executive Officer of Xerox Corporation (business equipment and services) until July 2009, when she retired as CEO after eight years in the position. Prior to serving as CEO, Ms. Mulcahy was President and Chief Operating Officer of Xerox. She also served as President of Xerox’s General Markets Operations, which created and sold products for reseller, dealer and retail channels. During her career at Xerox that began in 1976, Ms. Mulcahy also served as Vice President for Human Resources with responsibility for compensation, benefits, human resource strategy, labor relations, management development and employee training; and Vice President and Staff Officer for Customer Operations, covering South America and Central America, Europe, Asia and Africa. Ms. Mulcahy has been a U.S. Board Chair of Save the Children since March 2010.
Other Public Company Board Service:
Target Corporation (1997 to present); Graham Holdings Company (2008 to present); LPL Financial Holdings Inc. (2013 to present)
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2017 Proxy Statement -
12
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CHARLES PRINCE, Retired Chairman and Chief Executive Officer, Citigroup Inc.
Having served as Chairman and CEO of the nation’s largest and most diversified financial institution, Mr. Prince brings to our Board a strong mix of organizational and operational management skills combined with well-developed legal, global business and financial acumen critical to a large public company
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Director since 2006; Independent
Chairman, Regulatory, Compliance & Government Affairs Committee; Member, Nominating & Corporate Governance Committee
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Mr. Prince, 67, served as Chief Executive Officer of Citigroup Inc. (financial services) from 2003 to 2007 and as Chairman from 2006 to 2007. Previously he served as Chairman and Chief Executive Officer of Citigroup’s Global Corporate and Investment Bank from 2002 to 2003 and Chief Operating Officer from 2001 to 2002. Mr. Prince began his career as an attorney at U.S. Steel Corporation in 1975. Mr. Prince is a member of the Council on Foreign Relations and The Council of Chief Executives.
Other Public Company Board Service:
Xerox Corporation (2008 to present)
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2017 Proxy Statement -
13
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RONALD A. WILLIAMS, Former Chairman and Chief Executive Officer, Aetna Inc.
With his long and distinguished career in the health care industry, from his experience leading one of Fortune’s Most Admired health care companies to his career-long role as an advocate for meaningful health care reform, Mr. Williams provides our Board with an exceptional combination of operational management expertise and insight into both public health care policy and the health care industry critical to a large public company in the health care industry.
Director since 2011; Independent
Chairman, Compensation & Benefits Committee; Member, Nominating & Corporate Governance Committee
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Mr. Williams, 67, served as Chairman and Chief Executive Officer of Aetna Inc. (managed care and health insurance) from 2006 to 2010, and as Chairman from 2010 until his retirement in April 2011. He is also an advisor to the private equity firm, Clayton, Dubilier & Rice, LLC. In addition, Mr. Williams also serves on the boards of MIT Corporation, Peterson Institute for International Economics, the Advisory Board of Peterson Center on Healthcare and is Vice Chairman of the Board of Trustees of The Conference Board. Previously, Mr. Williams served on President Obama's Management Advisory Board from 2011 to January 2017, as Chairman of the Council for Affordable Quality Healthcare from 2007 to 2010, and Vice Chairman of The Business Council from 2008 to 2010.
Other Public Company Board Service:
The Boeing Company (2010 to present), American Express Company (2007 to present), Envision Healthcare Holdings, Inc. (2011 to present)
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The Board of Directors recommends a vote FOR election of each of the above-named nominees.
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2017 Proxy Statement -
14
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Below are the General Criteria for Nomination to the Board of Directors, which, as part of the Principles of Corporate Governance, are posted at
www.investor.jnj.com/gov.cfm
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The highest ethical character and shared values with Our Credo
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Reputation, both personal and professional, consistent with our image and reputation
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Accomplishment within candidate’s field, with superior credentials and recognition
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Active and former chief executive officers of public companies and leaders of major complex organizations, including scientific, government, educational and other non-profit institutions
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Widely recognized leaders in the fields of medicine or biological sciences, including those who have received the most prestigious awards and honors in their fields
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Relevant expertise and experience and the ability to offer advice and guidance to the CEO based on that expertise and experience
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Independence, without the appearance of any conflict in serving as a Director, and independence of any particular constituency with the ability to represent all shareholders
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Ability to exercise sound business judgment
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Diversity, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics
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2017 Proxy Statement -
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• Chairman of the Board and CEO: Alex Gorsky
• Independent Lead Director: Anne M. Mulcahy
• Both positions designated annually by the independent directors
• All 5 main Board Committees composed of independent directors
• Independent directors met in executive session at each of the 9 regular 2016 Board meetings
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2017 Proxy Statement -
16
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Board Agendas and Schedules
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Approves information sent to the Board and determines timeliness of information flow from management.
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Periodically provides feedback on quality and quantity of information flow from management.
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Participates in setting, and ultimately approves, the agenda for each Board meeting.
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Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items.
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With the Chair/CEO, determines who attends Board meetings, including management and outside advisors.
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Committee Agendas and Schedules
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Reviews in advance the schedule of committee meetings.
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Monitors flow of information from Committee Chairs to the full Board.
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Board Executive Sessions
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Has the authority to call meetings and Executive Sessions of the Independent Directors.
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Presides at all meetings of the Board at which the Chair/CEO is not present, including Executive Session of the Independent Directors.
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Communicating with Management
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After each Executive Session of the Independent Directors, communicates with the Chair/CEO to provide feedback and also to effectuate the decisions and recommendations of the Independent Directors.
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Acts as liaison between the Independent Directors and the Chair/CEO and management on a regular basis and when special circumstances exist or communication out of the ordinary course is necessary.
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Communicating with Stakeholders
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As necessary, meets with major shareholders or other external parties, after discussions with the Chair/CEO.
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Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries.
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Under the Board’s guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of company management, or raise legal, ethical or compliance concerns about company policies or practices.
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Chair and CEO Performance Evaluations
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Leads the annual performance evaluation of the Chair/CEO, distinguishing as necessary between performance as Chair and performance as CEO.
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Board Performance Evaluation
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Leads the annual performance evaluation of the Board.
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New Board Member Recruiting
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Interviews Board candidates, as appropriate.
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CEO Succession
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Crisis Management
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Limits on Leadership Positions of Other Boards
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May only serve as chair, lead or presiding director, or similar role, or as CEO or similar role at another public company if approved by the full Board upon recommendation from the Nominating & Corporate Governance Committee.
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2017 Proxy Statement -
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All Directors are independent except for our CEO
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2017 Proxy Statement -
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2017 Proxy Statement -
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Expanded our Proxy Statement disclosures on board composition and skills to include a chart setting out the qualities, attributes, skills and experiences of our Board (see page 15).
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The Nominating & Corporate Governance Committee carefully considered the feedback from certain shareholders on combining the Chairman and CEO roles, but concluded that it continues to be in the company’s best interests for Mr. Gorsky to serve as Chairman of the Board. The Board is committed to regularly considering all board leadership structures and assessing the role that independent directors play in the leadership of the board, including at the time of the next leadership succession (see page 16).
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Expanded our website disclosure on political activities and expenditures, including with respect to our membership in U.S. trade associations (see page 23).
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The Compensation & Benefits Committee reviewed the feedback received on our executive compensation programs and increased the weighting of performance share units in our 2017 long-term incentive mix to increase the focus on long-term performance (see page 50).
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2017 Proxy Statement -
20
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Balanced Mix of Pay Components:
The target compensation mix is not overly weighted toward annual incentive awards and represents a balance of cash and long-term equity-based compensation vesting over three years. See “2016 Pay Mix at Target” on page 53.
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Balanced Approach to Performance-Based Awards:
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Performance targets are tied to multiple financial metrics, including operational sales growth, free cash flow, adjusted earnings per share growth, and long-term total shareholder return.
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Performance-based awards are based on the achievement of strategic and leadership objectives in addition to financial metrics.
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See “Base Salary, Annual Performance Bonus, and Long-Term Incentives” on page 52.
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Performance Period and Vesting Schedules:
The performance period and vesting schedules for long-term incentives overlap, and therefore, reduce the motivation to maximize performance in any one period. Performance Share Units, Restricted Share Units, and Stock Options vest three years from the grant date.
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Capped Incentive Awards:
Annual performance bonuses and long-term incentive awards are capped at 200% of target. See “Aligning Compensation to "The What" & "The How"" on page 56.
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Stock Ownership Guidelines:
These guidelines require our CEO to directly or indirectly own equity in our company of six times salary, and the other members of our Executive Committee (the principal management group) to own equity of three times salary, and to retain this level of equity at all times while serving as an Executive Committee member. See “Stock Ownership Guidelines for Named Executive Officers” on page 58.
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Executive Compensation Recoupment Policy:
This Policy gives our Board authority to recoup executive officers’ past compensation in the event of a material restatement of our financial results and for events involving material violations of company policy relating to the manufacturing, sales or marketing of our products. See “Executive Compensation Recoupment Policy” on page 59.
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No Change-in-Control Arrangements:
None of our executive officers have in place any change-in-control arrangements that would result in guaranteed payouts.
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2017 Proxy Statement -
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Ownership threshold
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3% of outstanding shares of our common stock
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Holding period
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Continuously for 3 years
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Number of nominees
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Up to 20% of our Board, with a minimum of up to two Board seats if Board size is less than 10
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Nominating group size
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Up to 20 shareholders may group together to reach the 3% ownership threshold
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2017 Proxy Statement -
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Trade association dues by dollar range, including the percentage of dues that is utilized for federal lobbying, for U.S. trade associations to which we paid annual dues of $50,000 or more
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Disclosure regarding our approach and processes to impact trade associations of which we are members when we do not align on an issue
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The annual total of federal lobbying expenditures for the last fiscal year
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The aggregate annual total of state lobbying expenditures for the last fiscal year, based on amounts disclosed pursuant to lobbying regulations of the various state ethics oversight agencies
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A direct link to the most current filing of the Johnson & Johnson Political Action Committee federal campaign finance report
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A direct link to the most current quarterly filing of Johnson & Johnson’s federal lobbying disclosure report
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2017 Proxy Statement -
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2017 Proxy Statement -
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Oversees the company’s financial management and accounting and financial reporting processes and practices
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Appoints, retains, compensates and evaluates independent auditor
|
|
l
|
Oversees the company’s internal audit organization, reviews its annual plan and reviews results of its audits
|
|
l
|
Oversees the quality and adequacy of the company’s internal accounting controls and procedures
|
|
l
|
Reviews and monitors the company’s financial reporting compliance and practices and its disclosure controls and procedures
|
|
l
|
Discusses with management the processes used to assess and manage the company’s exposure to risk, and monitors risks related to tax, treasury, IT and cybersecurity
|
|
l
|
Establishes the company’s executive compensation philosophy and principles
|
|
l
|
Reviews, and recommends for approval by the independent Directors of the Board, the compensation for our Chief Executive Officer and approves the compensation for the company’s other executive officers
|
|
l
|
Sets the composition of the group of peer companies used for comparison of executive compensation
|
|
l
|
Oversees the design and management of the various pension, long-term incentive, savings, health and welfare plans that cover our employees
|
|
l
|
Reviews, and recommends for approval by the full Board, the compensation for our non-employee Directors
|
|
l
|
Provides oversight of the compensation philosophy and policies of the Management Compensation Committee, a non-Board committee composed of Mr. Gorsky (Chairman/CEO), Mr. Dominic J. Caruso (Executive Vice President, Chief Financial Officer) and Dr. Peter M. Fasolo (Executive Vice President, Chief Human Resources Officer), which, under delegation from the Compensation & Benefits Committee, determines management compensation and establishes perquisites and other compensation policies for employees other than our executive officers
|
|
|
2017 Proxy Statement -
25
|
|
l
|
Oversees matters of corporate governance, including the evaluation of the policies and practices of the Board
|
|
l
|
Oversees the process for performance evaluations of the Board and its committees
|
|
l
|
Reviews our executive succession plans
|
|
l
|
Considers any questions of possible conflicts of interest
|
|
l
|
Reviews potential candidates for the Board, as discussed on page 15, and recommends the nominees for Directors to the Board for approval
|
|
l
|
Reviews and recommends director orientation and continuing orientation programs for Board members
|
|
l
|
Oversees the company’s major compliance programs and systems with respect to legal and regulatory requirements
|
|
l
|
Oversees compliance with any ongoing corporate integrity agreements or any similar significant undertakings by the company with a government agency
|
|
l
|
Reviews the organization, implementation and effectiveness of the company’s compliance and quality programs
|
|
l
|
Oversees the company’s Code of Business Conduct and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers
|
|
l
|
Reviews the company’s governmental affairs policies and priorities
|
|
l
|
Reviews the policies, practices and priorities for the company’s political expenditure and lobbying activities
|
|
l
|
Monitors and reviews the overall strategy, direction and effectiveness of the company’s research and development organization
|
|
l
|
Serves as a resource and provides input, as needed, regarding the scientific and technological aspects of product safety matters
|
|
l
|
Reviews the company’s policies, programs and practices on environment, health, safety and sustainability
|
|
l
|
Assists the Board in identifying and comprehending significant emerging science and technology policy and public health issues and trends that may impact the company’s overall business strategy
|
|
l
|
Assists the Board in its oversight of the company’s major acquisitions and business development activities as they relate to the acquisition or development of new science or technology
|
|
l
|
Composed of the Chairman and Lead Director of the Board
|
|
l
|
Exercises the authority of the Board during the intervals between Board meetings, as permitted by law
|
|
l
|
Acts from time-to-time between Board meetings, as needed, generally by unanimous written consent in lieu of a meeting
|
|
l
|
Any action is taken pursuant to specific advance delegation by the Board or is later ratified by the Board
|
2017 Proxy Statement -
26
|
|
|
•
|
Board Evaluations
: Each year, the Lead Director, Chairman and Corporate Secretary meet with each director individually to collect feedback on the Board’s responsibilities, structure, procedures, atmosphere and engagement. The input is then synthesized and discussed with the full Board.
|
•
|
Committee Evaluations
: Committee members are provided with a questionnaire to facilitate discussion during an executive session of the committee, and upon completion of the self-evaluation, the chair of the committee reports to the full Board on the discussion and any necessary follow-up actions.
|
|
|
2017 Proxy Statement -
27
|
•
|
Compensation paid by the company for service as a Director or executive officer of the company
|
•
|
Transactions with other companies where the related person’s only relationship is as a non-executive employee, less than 10% equity owner, or limited partner, and the transaction does not exceed the greater of $1 million or 2% of that company’s annual revenues
|
•
|
Contributions by the company to charitable organizations where the related person is an employee and the transaction does not exceed the lesser of $500,000 or 2% of the charitable organization’s annual receipts
|
•
|
Transactions where the related person’s only interest is as a holder of company stock and all holders receive proportional benefits, such as the payment of regular quarterly dividends
|
•
|
Transactions involving competitive bids
|
•
|
Transactions where the rates or charges are regulated by law or government authority
|
•
|
Transactions involving bank depositary, transfer agent, registrar, trustee under a trust indenture, or party performing similar banking services
|
2017 Proxy Statement -
28
|
|
|
|
|
2017 Proxy Statement -
29
|
Name
|
Number of
Common
Shares
(1)
(#)
|
Deferred
Share
Units
(2)
(#)
|
Common Shares
Underlying
Options
or Stock
Units
(3)
(#)
|
Total Number
of Shares
Beneficially
Owned
(#)
|
|||||||||
Mary C. Beckerle
|
0
|
|
|
3,187
|
|
|
0
|
|
|
3,187
|
|
|
|
Dominic J. Caruso
|
144,423
|
|
|
13,537
|
|
|
1,024,211
|
|
|
1,182,171
|
|
|
|
D. Scott Davis
|
0
|
|
|
4,801
|
|
|
0
|
|
|
4,801
|
|
|
|
Ian E. L. Davis
|
4,193
|
|
|
9,633
|
|
|
0
|
|
|
13,826
|
|
|
|
Joaquin Duato
|
69,106
|
|
|
0
|
|
|
453,930
|
|
|
523,036
|
|
|
|
Alex Gorsky
|
261,487
|
|
|
0
|
|
|
1,539,254
|
|
|
1,800,741
|
|
|
|
Mark B. McClellan
|
0
|
|
|
6,666
|
|
|
0
|
|
|
6,666
|
|
|
|
Anne M. Mulcahy
|
5,789
|
|
|
9,633
|
|
|
0
|
|
|
15,422
|
|
|
|
William D. Perez
|
19,622
|
|
|
19,352
|
|
|
0
|
|
|
38,974
|
|
|
|
Sandra E. Peterson
|
58,760
|
|
|
0
|
|
|
224,047
|
|
|
282,807
|
|
|
|
Charles Prince
|
27,320
|
|
|
15,874
|
|
|
0
|
|
|
43,194
|
|
|
|
Paulus Stoffels
|
127,651
|
|
|
0
|
|
|
258,034
|
|
|
385,685
|
|
|
|
A. Eugene Washington
|
0
|
|
|
13,689
|
|
|
0
|
|
|
13,689
|
|
|
|
Ronald A. Williams
|
3,650
|
|
|
14,687
|
|
|
0
|
|
|
18,337
|
|
|
|
All Directors and executive officers as a group (18)
|
941,300
|
|
|
111,058
|
|
|
4,065,081
|
|
|
5,117,439
|
|
|
2017 Proxy Statement -
30
|
|
|
Name and Address of Beneficial Owner
|
Title of Class
|
Amount and Nature
of Beneficial
Ownership
|
Percent of Class
|
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
|
Common Stock
|
191,188,744 shares
(1)
|
7.02%
(1)
|
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
|
Common Stock
|
170,679,367 shares
(2)
|
6.3%
(2)
|
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
Common Stock
|
153,587,120 shares
(3)
|
5.65%
(3)
|
•
|
Certain of our U.S. and international employee savings and retirement plans have retained BlackRock and its affiliates to provide investment management services. In connection with these services, we paid BlackRock approximately $3.0 million in fees during fiscal year
2016
.
|
•
|
Certain of our U.S. and international employee savings and retirement plans and other affiliates have retained State Street and its affiliates to provide investment management, trustee, custodial, administrative and ancillary investment services. In connection with these services, we paid State Street approximately $7.9 million in fees during fiscal year
2016
.
|
|
|
2017 Proxy Statement -
31
|
A
|
B
|
C
|
D
|
E
|
F
|
||||
Name
|
(1)
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||
M. C. Beckerle
(2)
|
C
|
$111,667
|
|
$164,985
|
|
$17,800
|
|
$294,452
|
|
M. S. Coleman
(3)
|
|
36,666
|
|
164,985
|
|
20,000
|
|
221,651
|
|
D. S. Davis
|
AC
|
135,000
|
|
164,985
|
|
0
|
|
299,985
|
|
I. E. L. Davis
|
|
110,000
|
|
164,985
|
|
0
|
|
274,985
|
|
S. L. Lindquist
(4)
|
|
107,038
|
|
164,985
|
|
1,500
|
|
273,523
|
|
M. B. McClellan
|
|
110,000
|
|
164,985
|
|
0
|
|
274,985
|
|
A. M. Mulcahy
|
LD
|
140,000
|
|
164,985
|
|
20,000
|
|
324,985
|
|
W. D. Perez
|
C
|
130,000
|
|
164,985
|
|
20,000
|
|
314,985
|
|
C. Prince
|
C
|
130,000
|
|
164,985
|
|
20,000
|
|
314,985
|
|
A. E. Washington
|
|
110,000
|
|
164,985
|
|
20,000
|
|
294,985
|
|
R. A. Williams
|
C
|
130,000
|
|
164,985
|
|
20,000
|
|
314,985
|
|
2016 Non-Employee Director Cash Compensation
|
Annual Cash Retainer
($)
|
|||
Non-employee Director Cash Retainer
|
$110,000
|
|
||
Additional Retainer for Lead Director and Committee Chairs
|
|
|
||
Lead Director
|
|
$30,000
|
|
|
Audit Committee Chair
|
25,000
|
|
||
Committee Chair (other than Audit)
|
20,000
|
|
2017 Proxy Statement -
32
|
|
|
Name
|
Deferred
Share Units
(#)
|
|||
M. C. Beckerle
|
1,675
|
|
|
|
D. S. Davis
|
3,289
|
|
|
|
I. E. L. Davis
|
8,121
|
|
|
|
M. B. McClellan
|
5,154
|
|
|
|
A. M. Mulcahy
|
8,121
|
|
|
|
W. D. Perez
|
17,840
|
|
|
|
C. Prince
|
14,362
|
|
|
|
A. E. Washington
|
12,177
|
|
|
|
R. A. Williams
|
13,175
|
|
|
|
|
2017 Proxy Statement -
33
|
Name
|
Stock Ownership Guideline as a Multiple of Base Salary
|
2016 Compliance with Stock Ownership Guidelines?
|
Ownership Threshold Met?
(1)
|
M. C. Beckerle
(2)
|
5x
|
Yes
|
No
|
D. S. Davis
|
5x
|
Yes
|
Yes
|
I. E. L. Davis
|
5x
|
Yes
|
Yes
|
M. B. McClellan
|
5x
|
Yes
|
Yes
|
A. M. Mulcahy
|
5x
|
Yes
|
Yes
|
W. D. Perez
|
5x
|
Yes
|
Yes
|
C. Prince
|
5x
|
Yes
|
Yes
|
A. E. Washington
|
5x
|
Yes
|
Yes
|
R. A. Williams
|
5x
|
Yes
|
Yes
|
2017 Non-Employee Director Compensation
|
($)
|
Cash Compensation
|
$110,000
|
Lead Director Cash Retainer
(1)
|
35,000
|
Audit Committee Chair Cash Retainer
|
25,000
|
Committee Chair (other than Audit) Cash Retainer
|
20,000
|
Value of Deferred Share Units
(2)
|
175,000
|
2017 Proxy Statement -
34
|
|
|
|
|
2017 Proxy Statement -
35
|
2017 Proxy Statement -
36
|
|
|
Compensation Committee Report
The Compensation & Benefits Committee of the Board of Directors (the Committee) has reviewed and discussed the section of this Proxy Statement entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Committee has recommended to the Board that the section entitled “Compensation Discussion and Analysis,” as it appears on pages 38 through 59, be included in this Proxy Statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2017.
Ronald A. Williams, Chairman
D. Scott Davis
A. Eugene Washington
|
|
|
2017 Proxy Statement -
37
|
2017 Proxy Statement -
38
|
|
|
Our strong results in 2016 were driven by our approach to managing for the long term, relentless drive for innovation, disciplined portfolio management, and capital allocation strategy.
|
|||
KEY PERFORMANCE AND COMPENSATION HIGHLIGHTS
• Upheld Our Credo values by focusing on the needs and well-being of our stakeholders:
• Patients, consumers, and health care professionals
• Employees
• Communities in which we live and work
• Shareholders
• Executed against our near-term priorities in 2016, consistent with our long-term strategic plan
(1)
:
• Exceeded our operational sales growth goal.
• Exceeded our adjusted operational EPS growth goal.
• Did not meet our free cash flow goal due to unanticipated litigation settlements.
• Advanced our long-term strategic growth drivers:
• Exceeded our "Creating Value through Innovation" objectives that measure the health of our priority business platforms across all 3 sectors.
• Partially met our "Global Reach with Local Focus" objectives that measure the health of our business in regions offering significant growth opportunities.
• Exceeded our "Excellence in Execution" objectives that track elements we need to execute to unleash additional growth opportunities.
• Exceeded our "Leading with Purpose" objectives that measure our organizational health, diversity, and reputation.
• Drove our strong results with contributions from all three businesses:
• Our Pharmaceutical business continued to deliver strong growth, while also increasing investment to further develop our strong pipeline of innovative new medicines.
• Our Consumer business continued gaining share across most major categories, and significantly improved margins with the goal of returning to benchmark profitability.
• Our Medical Devices business continued to gain share in key platforms while refocusing and accelerating our pace of innovation, and developed novel commercial models to meet the evolving needs of today's healthcare systems.
• Received continued strong support for our named executive officer compensation in our 2016 “Say on Pay” vote - 93% or more in favor since 2013
• Continued our shareholder outreach and increased the weighting of performance share units in our 2017 long-term incentive mix to increase the focus on long-term performance
|
2016 FINANCIAL RESULTS
(1)
OPERATIONAL SALES GROWTH
3.9%
ADJUSTED OPERATIONAL EPS
GROWTH
9.4%
FREE CASH FLOW
$15.5B
|
||
|
|||
|
•
22%
of 2016 sales from products launched in the past 5 years
• Invested
>$9 billion
in R&D
•
14
Acquisitions & Licenses
|
||
|
CEO Pay Decisions
•
Annual Bonus: 135% of target
•
LTI Award: 135% of target
•
Salary: No increase
Total Direct Compensation
•
2016: $22,228,019
•
2015: $18,141,454
(See page
43
for details)
|
||
33
Consecutive
years of
adjusted
operational
earnings
increases
(1)
|
54
Consecutive
years of
dividend
increases
|
|
|
2017 Proxy Statement -
39
|
•
|
Exceeded our operational sales growth goal.
|
•
|
Exceeded our adjusted operational Earnings Per Share (EPS) growth goal.
|
•
|
Did not meet our free cash flow goal due to unanticipated litigation settlements.
|
•
|
Exceeded our Creating Value through Innovation objectives that measure the health of our priority business platforms across all 3 sectors:
|
•
|
Gained or held share in 13 of 15 key product platforms and exceeded sales growth targets in 10 of 15 of them.
|
•
|
Advanced our robust pipeline by launching key new products and line extensions across our three sectors.
|
•
|
Achieved over 75% of our priority innovation milestones.
|
•
|
Invested more than $9 billion in research & development in 2016. We believe that sustaining investments in innovation is the most important aspect of our strategy.
|
•
|
Partially met our Global Reach with Local Focus objectives that measure the health of our business in regions offering significant growth opportunities:
|
•
|
Exceeded our growth target as a whole, led by developed markets.
|
•
|
Underperformed in emerging markets and BRIC (Brazil, Russia, India, and China).
|
2017 Proxy Statement -
40
|
|
|
•
|
Exceeded our Excellence in Execution objectives that track elements we need to execute to unleash additional growth opportunities:
|
•
|
Made strategic acquisitions to enhance our future growth including Vogue International LLC, NeoStrata Company, Inc., BioMedical Enterprises, Inc., and NeuWave Medical, Inc., and entered into an agreement to purchase Abbott Medical Optics Inc.
|
•
|
Made significant progress on our Enterprise Standards and Productivity initiative, exceeding our annual savings goal.
|
•
|
Delivered strong performance on all quality metrics: compliance was in the top quartile for the industry, with no significant inspections this year.
|
•
|
Delivered on restructuring initiative milestones within our Medical Devices segment, working toward achieving savings of $800 million to $1 billion, the majority of which is expected to be realized by the end of 2018.
|
•
|
Exceeded our Leading with Purpose objectives that measure our organizational health, diversity, and reputation:
|
•
|
Strengthened our leadership talent pipeline, advanced diversity, and exceeded our employee engagement benchmarks.
|
•
|
Increased our reputational standings, ranking #1 in Barron's list of "Most Respected Companies."
|
•
|
Our Pharmaceutical business continued to deliver strong growth, while also increasing investment to further develop our strong pipeline of innovative new medicines:
|
•
|
Exceeded its operational sales, operational income, and cash flow goals.
|
•
|
Delivered strong growth of our key launch and growth products, including IMBRUVICA
®
, DARZALEX
®
, INVOKANA
®
, STELARA
®
, and XARELTO
®
, as well as important line extensions.
|
•
|
Our Consumer business continued gaining share across most major categories, and significantly improved margins with the goal of returning to benchmark profitability:
|
•
|
Exceeded its income goal, met its cash flow goal, but did not meet its sales growth goal.
|
•
|
Growth was in line with our competitor composite and gained market share despite a market slowdown.
|
•
|
Identified new opportunities for long-term growth by investing $4.2 billion across 6 acquisitions (including Vogue International, NeoStrata, and La Lumiere Light Mask) to strengthen our position in Beauty.
|
•
|
Our Medical Devices business continued to gain share in key platforms while refocusing and accelerating our pace of innovation, and developed novel commercial models to meet the evolving needs of today's healthcare systems:
|
•
|
Met its cash flow and income goals, but did not meet its operational sales goal.
|
•
|
Achieved strong operational sales growth in Vision Care, Endocutters, Electrophysiology, and Knees but underachieved in Diabetes.
|
•
|
Identified new opportunities for long-term growth by investing $0.5 billion through licensing and acquisitions (including NeuWave and BioMedical Enterprises), and entering into an agreement to purchase Abbott Medical Optics.
|
•
|
Achieved strong growth in our priority platforms; although overall growth was below our competitor composite.
|
|
|
2017 Proxy Statement -
41
|
2017 Proxy Statement -
42
|
|
|
Alex Gorsky
|
|
Chairman, Board of Directors and Chief Executive Officer
Performance:
The Board based its assessment of Mr. Gorsky primarily upon its evaluation of the company’s performance. The Board believes the company delivered excellent financial results and strong strategic performance in 2016 under Mr. Gorsky’s leadership, as summarized under “2016 Company Performance” on pages 40 through 42, and the Board approved compensation for 2016 reflecting this performance.
2016 CEO Compensation Decisions for 2015 Performance:
The Board’s compensation decisions for Mr. Gorsky reflect the Board’s assessment of his 2016 performance. The Board recognized Mr. Gorsky’s 2016 performance by awarding him an annual performance bonus at 135% of target and long-term incentives at 135% of target. After reviewing market data and other factors, the Board kept Mr. Gorsky's salary rate unchanged at $1,600,000 per year.
Mr. Gorsky’s total direct compensation for 2016 and, for comparison purposes, his total direct compensation for 2015 are displayed in the table below.
|
||||||
|
|
|
2015
|
2016
|
||||
|
|
|
Amount
($)
|
Percent of Target
(%)
|
Amount
($)
|
Percent of Target
(%)
|
||
|
|
Salary Earned
(1)
|
$1,613,462
|
|
$1,600,000
|
|
||
|
|
Annual Performance Bonus
|
2,800,000
|
100
|
%
|
3,780,000
|
135
|
%
|
|
|
Long-Term Incentive Awards
|
13,727,992
|
110
|
%
|
16,848,019
|
135
|
%
|
|
|
Total Direct Compensation
|
$18,141,454
|
|
$22,228,019
|
|
||
|
|
(1)
Salaries earned in fiscal year 2015 were higher than each executive’s annualized base salary due to an additional earnings period that occurred in fiscal year 2015. U.S. salaried employees are paid on a bi-weekly schedule. There were 27 pay periods in fiscal year 2015 rather than the usual 26 pay periods.
|
||||||
|
|
|
||||||
|
|
Please see “2017 Compensation Decisions for 2016 Performance” on pages 45 to 46 for details on the awards and total direct compensation.
|
|
|
2017 Proxy Statement -
43
|
Dominic J. Caruso
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
In addition to his contribution to our company’s overall performance, Mr. Caruso:
|
||
|
|
•
|
Drove strong financial management throughout the year.
|
|
|
|
•
|
Played a significant role in the acquisition of Vogue International, Abbott Medical Optics, and the pending acquisition of Actelion Ltd.
|
|
|
|
•
|
Continued to have an excellent rapport with the Investment Community, recognized as the Top CFO in Medical Devices.
|
|
|
|
•
|
Enhanced the company's financial strategy with the optimal use of non-U.S. cash and executed two debt offerings and a share repurchase plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paulus Stoffels, M.D.
|
|
|
Executive Vice President, Chief Scientific Officer
|
|
|
|
In addition to his contribution to our company’s overall performance, Dr. Stoffels:
|
||
|
|
•
|
Delivered significant continued pharmaceutical pipeline growth.
|
|
|
|
•
|
Advanced the impact of our cross sector R&D product portfolio and accelerated the sourcing of external innovation in our three business sectors.
|
|
|
|
•
|
Implemented J&J Global Public Health (GPH) — an important new group to address the world's greatest unmet public health needs.
|
|
|
|
•
|
Significantly enhanced recognition of the company as one of the world’s leading medical and scientific innovators committed to ensuring patient safety, setting the standard for transparency, advancing access to medicines, and delivering more years of life and quality of life for people around the world.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sandra E. Peterson
|
|
|
Executive Vice President, Group Worldwide Chairman
|
|
|
|
In addition to her contribution to our company’s overall performance, Ms. Peterson:
|
||
|
|
•
|
Provided strong leadership to Consumer & Consumer Medical Devices; our operating infrastructure - Information Technology, Supply Chain, Quality and Global Services; Health & Wellness; Global Design; and Health Technology.
|
|
|
|
•
|
Led the Consumer and Vision Care businesses to a positive trend in growth and global market share and met, or exceeded, income and cash flow goals.
|
|
|
|
•
|
Led our Supply Chain and Quality groups to deliver a strong year in which all quality and productivity metrics were exceeded.
|
|
|
|
•
|
Met, or exceeded, all of our major Information Technology objectives, and completed a number of strategic partnerships with technology companies.
|
|
|
|
|
|
|
2017 Proxy Statement -
44
|
|
|
|
|
|
|
|
Joaquin Duato
|
|
|
Executive Vice President, Worldwide Chairman, Pharmaceuticals
|
|
|
|
In addition to his contribution to our company’s overall performance, Mr. Duato:
|
||
|
|
•
|
Exceeded all of our financial goals (sales, income, and cash flow) for Pharmaceuticals.
|
|
|
|
•
|
Delivered the 6th consecutive year of growth, averaging more than double the branded market growth rate and firmly establishing Janssen as a top five global Pharmaceutical company.
|
|
|
|
•
|
Was appointed Chair-elect of the Pharmaceutical Research and Manufacturers of America, assuming the Chairman role in 2017.
|
|
|
|
•
|
Expanded and commercialized the product pipeline: increasing its value 4 years in a row.
|
|
|
|
|
|
|
|
|
|
|
|
A
|
B
|
C
|
D
|
E
|
||
|
Cash
|
Equity
|
|
|||
Name
|
Salary
($)
|
Annual Performance Bonus
($)
|
Long-Term Incentive
($)
|
Total Direct Compensation
($)
|
||
A. Gorsky
|
$1,600,000
|
$3,780,000
|
$16,848,019
|
$22,228,019
|
||
D. Caruso
|
909,500
|
1,534,800
|
5,855,691
|
|
8,299,991
|
|
P. Stoffels
|
1,144,000
|
1,600,000
|
6,199,992
|
|
8,943,992
|
|
S. Peterson
|
963,462
|
1,600,000
|
6,199,992
|
|
8,763,454
|
|
J. Duato
|
875,000
|
1,400,000
|
5,500,025
|
|
7,775,025
|
|
2017 Proxy Statement -
45
|
|
|
Name
|
PSUs Granted
(1)
|
Options Granted
(2)
|
RSUs Granted
(3)
|
Total
(4)
|
||||||||||
(#)
|
($)
|
(#)
|
($)
|
(#)
|
($)
|
($)
|
||||||||
A. Gorsky
|
79,448
|
$8,424,030
|
377,673
|
$5,054,398
|
31,779
|
$3,369,591
|
$16,848,019
|
|||||||
D. Caruso
|
27,613
|
2,927,862
|
131,264
|
1,756,706
|
11,045
|
1,171,123
|
5,855,691
|
|||||||
P. Stoffels
|
29,236
|
3,099,952
|
138,982
|
1,859,996
|
11,695
|
1,240,044
|
6,199,992
|
|||||||
S. Peterson
(5)
|
29,236
|
3,099,952
|
138,982
|
1,859,996
|
11,695
|
1,240,044
|
6,199,992
|
|||||||
J. Duato
(5)
|
25,936
|
2,750,046
|
123,291
|
1,650,003
|
10,374
|
1,099,976
|
5,500,025
|
(1)
|
The estimated grant date fair value used to determine the number of PSUs granted was $106.032. The estimated grant date fair value per PSU was assumed to be equal to the estimated grant date fair value per RSU for the purpose of determining the number of PSUs.
|
(2)
|
The grant date fair value used to determine the number of options granted was $13.383. The option exercise price was $115.67 based on the average of the high and low prices of our common stock on the NYSE on the grant date. The Black-Scholes option valuation model was used to calculate the grant date fair value with the following assumptions: volatility of 15.30% based on a blended rate of historical average volatility and implied volatility based on at-the-money traded Johnson & Johnson stock options with a life of two years; dividend yield of 2.90%; risk-free interest rate of 2.25% based on a U.S. Treasury rate of seven years; and a seven-year option life.
|
(3)
|
The grant date fair value used to determine the number of RSUs granted was $106.032. The grant date fair value for the RSU awards as calculated under U.S. GAAP was based on the average of the high and low prices of our common stock on the NYSE on the grant date ($115.67) and discounted by an expected dividend yield of 2.90% as dividends are not paid on the RSUs prior to vesting.
|
(4)
|
Award values are rounded to the nearest whole share.
|
(5)
|
In addition to the long-term incentive awards included in the above table, on February 13, 2017 the Committee granted special awards to Ms. Peterson and Mr. Duato of 70,733 RSUs, each with a fair value on the grant date of $7.5 million. Ms. Peterson’s award recognizes her expanded responsibilities that will include the Hospital Medical Devices business and enhances her future retention. Mr. Duato’s award recognizes his ongoing outstanding performance and enhances his future retention.
|
Name
|
2016 Base Salary Rate ($)
|
2017 Base Salary Rate ($)
|
||
A. Gorsky
|
$1,600,000
|
$1,600,000
|
|
|
D. Caruso
|
909,500
|
|
936,800
|
|
P. Stoffels
|
1,144,000
|
|
1,178,300
|
|
S. Peterson
|
975,000
|
|
1,072,500
|
|
J. Duato
|
875,000
|
|
901,300
|
|
2017 Proxy Statement -
46
|
|
|
|
|
PSUs Earned Based on Performance to Date
|
||||||
Performance Period and Performance Measures
|
Weight
|
2014
|
2015
|
2016
|
2017
|
2018
|
|
Total
|
2014 - 2016 Performance Share Units
|
|
|
|
|
|
|
|
|
Operational Sales
|
1/3
rd
|
160.5%
|
106.3%
|
118.2%
|
|
|
|
42.8%
|
Cumulative Adjusted Operational EPS
|
1/3
rd
|
154.4%
|
|
|
|
51.5%
|
||
Relative TSR
|
1/3
rd
|
137.0%
|
|
|
|
45.7%
|
||
Total
|
|
|
|
|
|
|
|
139.9%
|
2015 - 2017 Performance Share Units
|
|
|
|
|
|
|
|
|
Operational Sales
|
1/3
rd
|
|
106.3%
|
118.2%
|
TBD 2017
|
|
|
24.9%
|
Cumulative Adjusted Operational EPS
|
1/3
rd
|
|
TBD 2015-2017
|
|
|
0.0%
|
||
Relative TSR
|
1/3
rd
|
|
TBD 2015-2017
|
|
|
0.0%
|
||
Total
|
|
|
|
|
|
|
|
24.9%
|
2016 - 2018 Performance Share Units
|
|
|
|
|
|
|
|
|
Operational Sales
|
1/3
rd
|
|
|
118.2%
|
TBD 2017
|
TBD 2018
|
|
13.1%
|
Cumulative Adjusted Operational EPS
|
1/3
rd
|
|
|
TBD 2016-2018
|
|
0.0%
|
||
Relative TSR
|
1/3
rd
|
|
|
TBD 2016-2018
|
|
0.0%
|
||
Total
|
|
|
|
|
|
|
|
13.1%
|
|
Fiscal Year 2016 Operational Sales Goals
|
Fiscal Year 2014 - 2016 Cumulative Adjusted Operational EPS Goal
|
Fiscal Year 2014 - 2016 Relative TSR Goal
|
||||||
Level
(1)
|
Operational Sales
($ Millions)
|
PSUs Earned
(% of target)
|
Cum. Adj. Op. PSU EPS Goal
|
PSUs Vesting
(% of target)
|
Relative TSR Goal
|
PSUs Vesting
(% of target)
|
|||
Maximum
|
$75,785
|
200
|
%
|
$19.75
|
200
|
%
|
10.0 % points
|
200
|
%
|
Target
|
72,175
|
100
|
|
17.95
|
100
|
|
0.0 % points
|
100
|
|
Threshold
|
68,565
|
50
|
|
16.16
|
50
|
|
(10.0) % points
|
50
|
|
<Threshold
|
< 68,565
|
0
|
|
< 16.16
|
0
|
|
< (10.0) % points
|
0
|
|
Result
|
$72,833
|
118.2
|
%
|
$18.93
|
154.4
|
%
|
3.7 % points
|
137.0
|
%
|
|
|
2017 Proxy Statement -
47
|
2017 Proxy Statement -
48
|
|
|
|
|
2017 Proxy Statement -
49
|
In 2016, we held an annual advisory vote to approve named executive officer compensation, commonly known as “Say on Pay”. Since 2013, 93% or more of the votes cast voted in favor of our executive compensation program as disclosed in our Proxy Statements. We believe that this continued strong support for the named executive officer compensation resulted from our direct engagement with our shareholders and the changes we made to our executive compensation program over the past several years.
We regularly consider the feedback from our shareholders and we continue to evaluate our executive compensation program. During 2016, we continued our shareholder outreach on our executive compensation program. Our Lead Director and members of senior management had discussions with a diverse mix of U.S. and international institutional shareholders on our executive compensation program.
|
|
||
Change for 2017
Based on our shareholders' feedback, our competitive benchmarking, and to increase the focus on our long-term performance, we have increased the weighting of performance share units in our 2017 long-term incentive mix for our executive officers as follows:
|
|||
|
|||
|
2017 Proxy Statement -
50
|
|
|
The Committee believes that the executive compensation program includes key features that align the interests of the named executive officers and Johnson & Johnson’s long-term strategic direction with shareholders and does not include features that could misalign their interests.
|
|||||
|
What We Do
|
|
What We Don't Do
|
||
|
ü
|
Align CEO pay with company performance
|
|
û
|
No automatic or guaranteed annual salary
|
|
|
|
|
|
increases
|
|
ü
|
Use long-term incentives to link the majority of
|
|
|
|
|
|
named executive officer pay to company
|
|
û
|
No guaranteed bonuses or long term incentive
|
|
|
performance
|
|
|
awards
|
|
|
|
|
|
|
|
ü
|
Balance short-term and long-term incentives
|
|
û
|
No above-median targeting of executive
|
|
|
|
|
|
compensation
|
|
ü
|
Cap incentive awards
|
|
|
|
|
|
|
|
û
|
No change-in-control benefits
|
|
ü
|
Require named executive officers to own
|
|
|
|
|
|
significant amounts of company stock
|
|
û
|
No tax gross-ups
(unless they are provided
|
|
|
|
|
|
pursuant to our standard relocation practices)
|
|
ü
|
Have a compensation recoupment policy
|
|
|
|
|
|
applicable to our named executive officers
|
|
û
|
No option repricing without shareholder
|
|
|
|
|
|
approval
|
|
ü
|
Actively engage with our shareholders
|
|
|
|
|
|
|
|
û
|
No hedging of company stock
|
|
ü
|
Use an independent compensation consultant
|
|
|
|
|
|
reporting directly to the Compensation & Benefits
|
|
û
|
No long-term incentive backdating
|
|
|
Committee
|
|
|
|
|
|
|
|
û
|
No dividend equivalents on unvested long-term
|
|
|
|
|
|
incentives
|
|
|
|
|
|
|
•
|
Competitiveness:
We compare our practices against appropriate peer companies that are of similar size and complexity, so we can continue to attract, retain, and motivate high-performing executives.
|
•
|
Pay for Performance:
Annual bonuses and grants of long-term incentives are tied to performance, including the performance of the individual named executive officer and his or her specific business unit or function, as well as the overall performance of our company.
|
•
|
Accountability for Short- and Long-Term Performance:
We structure performance-based compensation to reward an appropriate balance of short- and long-term financial and strategic business results, with an emphasis on managing the business for long-term results. As described under “Risk Oversight” on pages 20 and 21, the full Board is responsible for oversight of risk management (including product development, supply chain, and quality risks) and the executive compensation program’s emphasis on long-term value helps to reduce the possibility that our executive officers make excessively risky business decisions that could maximize short-term results at the expense of long-term value.
|
•
|
Alignment to Shareholders’ Interests:
We structure performance-based compensation to align the interests of our named executive officers with the long-term interests of our shareholders.
|
|
|
2017 Proxy Statement -
51
|
Compensation Component
|
Form
|
Vesting / Performance Period
|
How Size is Determined
|
Why We Pay Each Component
|
Base Salary
|
Cash
|
Ongoing
|
•
Salary rates based on:
•
Competitive data
•
Scope of responsibilities
•
Work experience
•
Time in position
•
Internal equity
•
Individual performance
|
•
Recognize job responsibilities
|
Annual Performance Bonus
|
Cash
|
1 year
|
•
Award opportunities as a percent of salary set based on competitive data
•
Award payouts based on business and individual performance
|
•
Motivate attainment of our near-term priorities, consistent with our long-term strategic plan
|
Long-Term Incentives
|
Equity
|
3 years
(options: 10-year term)
|
•
Award opportunities as a percent of salary set based on competitive data
•
Grants based on business and individual performance, contribution, and long-term potential
•
Payouts based on achievement of long-term operational goals, TSR, and share price appreciation
|
•
Motivate attainment of long-term goals, TSR, and share price growth
•
Help retain executives
|
Long-Term Incentive Form
|
2016 Mix
|
Vesting / Performance Period
|
How Payouts are Determined
|
Why We Use Them
|
Performance Share Units
|
50%
|
• 0% to 200% vested 3 years after grant
|
• Measures and Weight:
• 1/3 Sales: 1-year Operational Sales for each year of the 3-year performance period
• 1/3 Earnings per Share: 3-year Cumulative Adjusted Operational EPS
• 1/3 Relative Total Shareholder Return: 3-year Compound Annual Growth Rate versus the Competitor Composite Peer Group
• Share Price
• No dividend equivalents paid
|
• Aligns with our long-term objectives of growing sales faster than our competitors and earnings faster than sales
• Measuring top line and bottom line growth ensures quality earnings growth
• TSR relative to our competitors is a good overall outcome measure
• PSU unit value is directly tied to the share price
|
Stock Options
|
30%
|
• 100% vested 3 years after grant
• 10-year term
|
• Share price appreciation
• No dividend equivalents paid
|
• Motivates share price appreciation over the long-term
• Reinforces emphasis on long-term growth aligned with our objectives
|
Restricted Share Units
|
20%
|
• 100% vested 3 years after grant
|
• Share price
• No dividend equivalents paid
|
• Value tied directly to the share price
|
2017 Proxy Statement -
52
|
|
|
|
|
|
|
|
2017 Proxy Statement -
53
|
Company (Ticker Symbol)
|
Revenue
($ Millions)
|
Net Income
($ Millions)
|
Market Cap
($ Billions)
|
Common
Industry
(Y/N)
(1)
|
Gross
Margin
(>40%)
|
Global
Presence
(Inter-national
> 33% of
Sales)
|
Business
Complexity
(2)
|
Innovation
Emphasis
(R&D> or =
5% of Sales)
|
|||
3M Company (MMM)
|
$30,109
|
$5,050
|
$107
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
Abbott Laboratories (ABT)
|
20,853
|
1,400
|
57
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
The Boeing Company (BA)
|
94,571
|
4,895
|
96
|
|
|
ü
|
ü
|
|
|||
Bristol-Myers Squibb Company (BMY)
|
19,427
|
4,457
|
98
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
Cisco Systems, Inc. (CSCO)
(3)
|
48,570
|
9,832
|
152
|
|
ü
|
ü
|
ü
|
ü
|
|||
The Coca-Cola Company (KO)
|
41,863
|
6,527
|
179
|
ü
|
ü
|
ü
|
|
|
|||
Eli Lilly and Company (LLY)
|
21,222
|
2,738
|
81
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
General Electric Company (GE)
|
123,693
|
8,176
|
280
|
ü
|
|
ü
|
ü
|
|
|||
Hewlett Packard Enterprise Co. (HPE)
(4)
|
50,123
|
3,161
|
39
|
ü
|
|
ü
|
ü
|
|
|||
Intel Corporation (INTC)
|
59,387
|
10,316
|
172
|
|
ü
|
ü
|
ü
|
ü
|
|||
International Business Machines Corporation (IBM)
|
79,919
|
11,872
|
158
|
|
ü
|
ü
|
ü
|
ü
|
|||
Merck & Co., Inc. (MRK)
|
39,807
|
5,712
|
162
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
Microsoft Corporation (MSFT)
(3)
|
85,688
|
16,768
|
483
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
PepsiCo, Inc. (PEP)
|
62,799
|
6,329
|
150
|
ü
|
ü
|
ü
|
|
|
|||
Pfizer Inc. (PFE)
|
52,824
|
7,215
|
197
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
The Procter & Gamble Company (PG)
(3)
|
65,231
|
15,290
|
225
|
ü
|
ü
|
ü
|
ü
|
|
|||
United Technologies Corporation (UTX)
|
57,244
|
5,055
|
90
|
|
|
ü
|
ü
|
|
|||
Johnson & Johnson (JNJ)
|
71,890
|
16,540
|
313
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
Johnson & Johnson’s Ranking
|
5th
|
|
2nd
|
|
2nd
|
|
|
|
|
|
|
Johnson & Johnson’s Percentile Rank
|
76
|
%
|
94
|
%
|
94
|
%
|
|
|
|
|
|
2017 Proxy Statement -
54
|
|
|
•
|
Product Relevance
|
•
|
Financial Comparison: Sales growth, net income growth and margin, EPS growth, and TSR
|
•
|
Global Presence
|
|
|
|
|
|
|
|
|
COMPETITOR COMPOSITE PEER GROUP
|
|
||||
|
Pharmaceuticals
|
|
Medical Devices
|
|
Consumer
|
|
|
AbbVie Inc.
Amgen Inc.
AstraZeneca plc
Bristol-Myers Squibb Company
Eli Lilly and Company
GlaxoSmithKline plc
Merck & Co., Inc.
Novartis AG
Pfizer Inc.
Roche Holding AG (Pharm Rx Only)
Sanofi SA
|
|
Abbott Laboratories (Vascular & Diabetes)
Allergan, Inc. (Breast Aesthetics)
Boston Scientific Corporation
C. R. Bard, Inc.
Edwards Lifesciences Corporation
Medtronic plc
The Cooper Companies, Inc.
(CooperVision)
Roche Holding AG (Diabetes)
Smith & Nephew plc
St. Jude Medical, Inc.
Stryker Corporation
Zimmer Biomet Holdings, Inc.
|
|
Beiersdorf AG
Bayer AG (Consumer Healthcare)
Colgate-Palmolive Company
GlaxoSmithKline plc
(Consumer Healthcare)
The L’Oréal Group
Pfizer Inc. (Consumer Healthcare)
The Procter & Gamble Company
Reckitt Benckiser Group plc
Sanofi SA (Consumer Healthcare)
Unilever plc
|
|
|
|
2017 Proxy Statement -
55
|
2017 Proxy Statement -
56
|
|
|
•
|
Acts on behalf of the Board by setting the principles that guide the design of our compensation and benefits programs
|
•
|
Sets the executive compensation philosophy and composition of the Executive Peer Group
|
•
|
Approves the compensation target levels
|
•
|
Sets compensation programs and principles that are designed to link executive pay with company and individual performance
|
•
|
Recommends to the Board the Chairman/CEO’s compensation
|
•
|
Reviews and approves compensation decisions recommended by the Chairman/CEO for each of the other named executive officers
|
•
|
Reviews the eligibility criteria and award guidelines for the corporate-wide compensation and benefits programs in which the named executive officers participate
|
•
|
Participate in the performance assessment process for the Chairman/CEO
|
•
|
Approve the Chairman/CEO’s compensation
|
•
|
Reviews and presents to the Committee the performance assessments and compensation recommendations for each of the other named executive officers
|
•
|
Attends all Committee meetings, at the request of the Committee
|
•
|
Advises the Committee on market trends, regulatory issues and developments and how they may impact our executive compensation programs
|
•
|
Reviews the compensation strategy and executive compensation programs for alignment with our strategic business objectives
|
•
|
Advises on the design of executive compensation programs to ensure the linkage between pay and performance
|
•
|
Provides market data analyses to the Committee
|
•
|
Advises the Committee on setting the Chairman/CEO’s pay
|
•
|
Reviews the annual compensation of the other named executive officers as recommended by the Chairman/CEO
|
•
|
FWC does not provide any other services to the company and reports directly to the Committee
|
•
|
FWC has in place policies and procedures to prevent conflicts of interest
|
•
|
No member of the FWC consulting team serving the Committee has a business or personal relationship with any member of the Committee or any executive officer of the company
|
•
|
Neither FWC nor any principal of FWC owns any shares of our common stock
|
•
|
The amount of fees paid to FWC is less than 1% of FWC's total consulting income
|
|
|
2017 Proxy Statement -
57
|
2017 Proxy Statement -
58
|
|
|
|
|
2017 Proxy Statement -
59
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
|||||||
Name and Principal
Position
|
Year
|
Salary
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||
Alex Gorsky
|
2016
|
$1,600,000
|
$10,608,901
|
$4,118,398
|
$4,652,556
|
$5,663,771
|
$228,094
|
$26,871,720
|
|||||||
Chairman, CEO
|
2015
|
1,613,462
|
|
10,693,427
|
|
4,562,998
|
|
4,009,536
|
|
2,714,268
|
|
202,175
|
|
23,795,866
|
|
|
2014
|
1,500,000
|
|
9,467,380
|
|
4,168,139
|
|
5,018,779
|
|
4,606,142
|
|
228,866
|
|
24,989,306
|
|
Dominic Caruso
|
2016
|
909,500
|
|
3,624,523
|
|
1,425,643
|
|
2,758,967
|
|
2,475,956
|
|
110,240
|
|
11,304,829
|
|
EVP, CFO
|
2015
|
922,577
|
|
3,497,099
|
|
1,458,603
|
|
2,772,796
|
|
925,536
|
|
112,789
|
|
9,689,400
|
|
2014
|
878,115
|
|
3,271,853
|
|
1,332,376
|
|
3,234,152
|
|
1,511,238
|
|
121,299
|
|
10,349,033
|
|
|
Paulus Stoffels
|
2016
|
1,144,000
|
|
4,383,454
|
|
1,750,317
|
|
2,425,461
|
|
2,642,012
|
|
380,232
|
|
12,725,476
|
|
EVP, CSO
|
2015
|
1,158,385
|
|
4,208,874
|
|
1,823,246
|
|
2,172,098
|
|
1,022,024
|
|
401,118
|
|
10,785,745
|
|
|
2014
|
1,075,423
|
|
10,690,520
|
|
1,307,669
|
|
2,573,450
|
|
2,267,167
|
|
425,088
|
|
18,339,317
|
|
Sandra Peterson
|
2016
|
963,462
|
|
3,897,074
|
|
1,539,002
|
|
1,600,000
|
|
592,000
|
|
141,246
|
|
8,732,784
|
|
EVP, Group Worldwide
|
2015
|
908,654
|
|
3,504,177
|
|
1,574,621
|
|
1,125,000
|
|
367,000
|
|
147,000
|
|
7,626,452
|
|
Chairman
|
2014
|
841,346
|
|
2,833,545
|
|
1,368,001
|
|
1,400,000
|
|
451,000
|
|
192,714
|
|
7,086,606
|
|
Joaquin Duato
|
2016
|
875,000
|
|
3,198,483
|
|
1,260,002
|
|
2,158,006
|
|
2,535,760
|
|
77,278
|
|
10,104,529
|
|
EVP, Worldwide
|
|
|
|
|
|
|
|
|
|||||||
Chairman, Pharmaceuticals
|
|
|
|
|
|
|
|
|
2017 Proxy Statement -
60
|
|
|
PSU Award
|
Fraction of Award Considered Granted in 2016
|
|||
2016 Operational Sales
|
2016-2018 Cumulative Adjusted Operational EPS
|
2016-2018 Relative TSR
|
Total
|
|
2016-2018
|
1/9
th
|
3/9
th
|
3/9
th
|
7/9
th
|
2015-2017
|
1/9
th
|
N.A.
|
N.A.
|
1/9
th
|
2014-2016
|
1/9
th
|
N.A.
|
N.A.
|
1/9
th
|
Name
|
Award
|
Fraction of Award Considered Granted
|
Performance Share Units
|
||||||||
Units
|
Grant Date Fair Value
|
||||||||||
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||
A. Gorsky
|
2016-2018 PSU
|
7/9
th
|
0
|
|
57,515
|
|
115,030
|
|
$0
|
$6,056,330
|
$12,112,659
|
|
2015-2017 PSU
|
1/9
th
|
0
|
|
9,213
|
|
18,426
|
|
0
|
882,108
|
1,764,216
|
|
2014-2016 PSU
|
1/9
th
|
0
|
|
9,367
|
|
18,734
|
|
0
|
924,851
|
1,849,701
|
D. Caruso
|
2016-2018 PSU
|
7/9
th
|
0
|
|
19,910
|
|
39,820
|
|
0
|
2,096,523
|
4,193,046
|
|
2015-2017 PSU
|
1/9
th
|
0
|
|
2,945
|
|
5,890
|
|
0
|
281,972
|
563,944
|
|
2014-2016 PSU
|
1/9
th
|
0
|
|
2,994
|
|
5,988
|
|
0
|
295,613
|
591,225
|
P. Stoffels
|
2016-2018 PSU
|
7/9
th
|
0
|
|
24,444
|
|
48,888
|
|
0
|
2,573,953
|
5,147,906
|
|
2015-2017 PSU
|
1/9
th
|
0
|
|
3,681
|
|
7,362
|
|
0
|
352,441
|
704,882
|
|
2014-2016 PSU
|
1/9
th
|
0
|
|
2,939
|
|
5,878
|
|
0
|
290,182
|
580,364
|
S. Peterson
|
2016-2018 PSU
|
7/9
th
|
0
|
|
21,493
|
|
42,986
|
|
0
|
2,263,213
|
4,526,426
|
|
2015-2017 PSU
|
1/9
th
|
0
|
|
3,179
|
|
6,358
|
|
0
|
304,377
|
608,753
|
|
2014-2016 PSU
|
1/9
th
|
0
|
|
3,074
|
|
6,148
|
|
0
|
303,511
|
607,023
|
J. Duato
|
2016-2018 PSU
|
7/9
th
|
0
|
|
17,596
|
|
35,192
|
|
0
|
1,852,859
|
3,705,718
|
|
2015-2017 PSU
|
1/9
th
|
0
|
|
2,726
|
|
5,452
|
|
0
|
261,004
|
522,007
|
|
2014-2016 PSU
|
1/9
th
|
0
|
|
2,478
|
|
4,956
|
|
0
|
244,665
|
489,331
|
|
|
2017 Proxy Statement -
61
|
Non-Equity Incentive Plan Compensation
|
|||||||||||||
Name
|
Year
|
Annual
Performance
Bonus
($)
|
Value of CLC
Units that
Vested in Fiscal
Year
($)
|
Value of CLP
Units that
Vested in Fiscal
Year
($)
|
Value of CLC
Dividend
Equivalents
Earned During
the Fiscal Year
($)
|
Value of CLP
Dividend
Equivalents
Earned During
the Fiscal Year
($)
|
Total
($)
|
||||||
A. Gorsky
|
2016
|
$3,780,000
|
$0
|
$378,529
|
$378,000
|
$116,027
|
$4,652,556
|
||||||
|
2015
|
2,800,000
|
|
0
|
|
761,427
|
|
354,000
|
|
94,109
|
|
4,009,536
|
|
|
2014
|
3,543,800
|
|
352,440
|
|
715,280
|
|
331,200
|
|
76,059
|
|
5,018,779
|
|
D. Caruso
|
2016
|
1,534,800
|
|
0
|
|
342,568
|
|
756,000
|
|
125,599
|
|
2,758,967
|
|
|
2015
|
1,136,900
|
|
0
|
|
824,240
|
|
708,000
|
|
103,656
|
|
2,772,796
|
|
|
2014
|
1,400,000
|
|
313,280
|
|
774,286
|
|
662,400
|
|
84,186
|
|
3,234,152
|
|
P. Stoffels
|
2016
|
1,600,000
|
|
0
|
|
246,044
|
|
504,000
|
|
75,417
|
|
2,425,461
|
|
|
2015
|
1,144,000
|
|
0
|
|
494,927
|
|
472,000
|
|
61,171
|
|
2,172,098
|
|
|
2014
|
1,500,000
|
|
117,480
|
|
464,931
|
|
441,600
|
|
49,439
|
|
2,573,450
|
|
S. Peterson
|
2016
|
1,600,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
1,600,000
|
|
|
2015
|
1,125,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
1,125,000
|
|
|
2014
|
1,400,000
|
|
0
|
|
0
|
|
0
|
|
0
|
|
1,400,000
|
|
J. Duato
|
2016
|
1,400,000
|
|
0
|
|
208,193
|
|
488,250
|
|
61,563
|
|
2,158,006
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
•
|
An additional year of completed service was included in the calculation of benefits;
|
•
|
The average of the most recent five years of pay increased over the five-year average pay as of the previous fiscal year-end; and
|
•
|
Each executive is one year closer to the normal retirement age, the assumed commencement of benefits.
|
2017 Proxy Statement -
62
|
|
|
Effect of Change in Actuarial Assumptions on Pension Present Value
|
||||
Year
|
Mortality Table
|
Discount Rate
|
Net Effect of
Changes on Pension
Present Value
|
|
2016
|
RP-2014 Table, Generational Mortality Projection
|
4.41
|
%
|
Increase
|
2015
|
RP-2014 Table, Generational Mortality Projection
|
4.73
|
%
|
Decrease
|
2014
|
RP-2014 Table, Generational Mortality Projection
|
4.28
|
%
|
Increase
|
2013
|
RP-2000 Table projected to 2021
|
5.19
|
%
|
N.A.
|
•
|
When units vest, their value is included in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.
|
•
|
The annual change in value of vested units between the time the units vest and are paid out is included in the Summary Compensation Table in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column, but only to extent that the unit values grow at a rate that exceeds a reference rate of return.
|
•
|
The total value of vested units that have not been paid out as of the fiscal year-end is included in the “Non-Qualified Deferred Compensation” table on page 73.
|
•
|
The above reference-rate calculations for vested CLCs and CLPs are unrealized amounts and not actual compensation received by the executive for the year.
|
•
|
We use 120% of the December applicable federal long-term interest rate (AFR) as the reference rate to compare potential returns of CLCs and CLPs.
|
•
|
Negative figures are not included in the Summary Compensation Table according to the SEC’s rules.
|
Above-Reference-Rate Return
|
CLC
|
CLP
|
||
Beginning of Year Unit Value
|
$42.44
|
$4.76
|
||
End of Year Unit Value
|
$46.55
|
$5.25
|
||
Change in Unit Value ($)
|
$4.11
|
$0.49
|
||
Change in Unit Value (%)
|
9.68
|
%
|
10.29
|
%
|
Reference-Rate
|
2.72
|
%
|
2.72
|
%
|
Above-Reference-Rate Return
|
6.96
|
%
|
7.57
|
%
|
Above reference-rate return included in the Summary Compensation Table
|
6.96
|
%
|
7.57
|
%
|
|
|
2017 Proxy Statement -
63
|
Name
|
Fiscal Year
|
Change in Pension
Value
($)
|
Above Reference-
Rate Calculation for
Vested CLCs
($)
|
Above Reference-
Rate Calculation for
Vested CLPs
($)
|
Total
($)
|
|||
A. Gorsky
|
2016
|
$5,012,000
|
$354,676
|
$297,095
|
$5,663,771
|
|||
|
2015
|
2,667,000
|
47,268
|
0
|
2,714,268
|
|||
|
2014
|
4,488,000
|
|
38,596
|
|
79,546
|
|
4,606,142
|
D. Caruso
|
2016
|
1,445,000
|
|
709,352
|
|
321,604
|
|
2,475,956
|
|
2015
|
831,000
|
|
94,536
|
|
0
|
|
925,536
|
|
2014
|
1,346,000
|
|
77,193
|
|
88,045
|
|
1,511,238
|
P. Stoffels
|
2016
|
1,976,000
|
|
472,901
|
|
193,111
|
|
2,642,012
|
|
2015
|
959,000
|
|
63,024
|
|
0
|
|
1,022,024
|
|
2014
|
2,164,000
|
|
51,462
|
|
51,705
|
|
2,267,167
|
S. Peterson
|
2016
|
592,000
|
|
0
|
|
0
|
|
592,000
|
|
2015
|
367,000
|
|
0
|
|
0
|
|
367,000
|
|
2014
|
451,000
|
|
0
|
|
0
|
|
451,000
|
J. Duato
|
2016
|
1,920,000
|
|
458,123
|
|
157,637
|
|
2,535,760
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
Name
|
Fiscal
Year
(1)
|
Perquisite and Other Personal Benefits
(2)
($)
|
Tax Reimbursements
(3)
($)
|
Registrant
Contributions
to Defined
Contribution
Plans
($)
|
Insurance
Premiums
($)
|
Stipend
(4)
($)
|
Total
($)
|
||||||
A. Gorsky
|
2016
|
$147,865
|
$0
|
$72,000
|
$8,229
|
$0
|
$228,094
|
||||||
|
2015
|
120,941
|
0
|
73,904
|
7,330
|
0
|
202,175
|
||||||
|
2014
|
154,899
|
|
0
|
|
67,500
|
|
6,467
|
|
0
|
|
228,866
|
|
D. Caruso
|
2016
|
60,824
|
|
0
|
|
40,927
|
|
8,489
|
|
0
|
|
110,240
|
|
|
2015
|
63,179
|
|
0
|
|
42,281
|
|
7,329
|
|
0
|
|
112,789
|
|
|
2014
|
75,713
|
|
0
|
|
39,485
|
|
6,101
|
|
0
|
|
121,299
|
|
P. Stoffels
|
2016
|
0
|
|
0
|
|
51,480
|
|
8,752
|
|
320,000
|
|
380,232
|
|
|
2015
|
20,178
|
|
0
|
|
53,079
|
|
7,861
|
|
320,000
|
|
401,118
|
|
|
2014
|
49,698
|
|
0
|
|
48,271
|
|
7,119
|
|
320,000
|
|
425,088
|
|
S. Peterson
|
2016
|
97,890
|
|
0
|
|
43,356
|
|
0
|
|
0
|
|
141,246
|
|
|
2015
|
105,375
|
|
0
|
|
41,625
|
|
0
|
|
0
|
|
147,000
|
|
|
2014
|
131,932
|
|
22,965
|
|
37,817
|
|
0
|
|
0
|
|
192,714
|
|
J. Duato
|
2016
|
37,903
|
|
0
|
|
39,375
|
|
0
|
|
0
|
|
77,278
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
2017 Proxy Statement -
64
|
|
|
Name
|
Personal
Use of
Corporate
Aircraft
($)
|
Value of Car
and Driver for
Personal
Transportation
($)
|
Home Security
Related Costs
($)
|
Total
($)
|
A. Gorsky
|
$85,217
|
$53,934
|
$8,714
|
$147,865
|
D. Caruso
|
58,267
|
2,557
|
0
|
60,824
|
P. Stoffels
|
0
|
0
|
0
|
0
|
S. Peterson
|
84,480
|
13,410
|
0
|
97,890
|
J. Duato
|
37,261
|
642
|
0
|
37,903
|
|
|
2017 Proxy Statement -
65
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
K
|
L
|
M
|
N
|
|||||||||||
|
|
|
Estimated Future
Payouts
Under Non-Equity
Incentive Plan
Awards
(Annual Performance Bonus)
|
Estimated Future
Payouts
Under Equity
Incentive Plan
Awards
(Performance Share Units)
|
All
other
Stock
Awards:
Number
of
Shares
of Stock or Units
(#)
|
All Other
Option
Awards:
Number
of
Securities
Underlying Options
(#)
|
Exercise
or Base
Price of
Option Awards
($/sh)
|
Closing
Market
Price
on the
Grant Date
($)
|
Grant
Date Fair
Value of
Stock and
Option Awards
($)
|
|||||||||||||||
Name
|
Award
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||
A. Gorsky
|
Bonus
|
|
$0
|
$2,800,000
|
$5,600,000
|
|
|
|
|
|
|
|
|
|||||||||||
|
2016-2018 PSU
|
2/8/2016
|
|
|
|
0
|
|
57,515
|
|
115,030
|
|
|
|
|
|
$6,056,330
|
||||||||
|
2015-2017 PSU
|
2/8/2016
|
|
|
|
0
|
|
9,213
|
|
18,426
|
|
|
|
|
|
882,108
|
|
|||||||
|
2014-2016 PSU
|
2/8/2016
|
|
|
|
0
|
|
9,367
|
|
18,734
|
|
|
|
|
|
924,851
|
|
|||||||
|
RSU
|
2/8/2016
|
|
|
|
|
|
|
29,579
|
|
|
|
|
2,745,612
|
|
|||||||||
|
Stock Awards Total
|
|
|
|
|
|
|
|
|
|
|
|
10,608,901
|
|
||||||||||
|
Option
Award
|
2/8/2016
|
|
|
|
|
|
|
|
411,264
|
|
$101.87
|
$102.00
|
4,118,398
|
|
|||||||||
D. Caruso
|
Bonus
|
|
0
|
|
1,136,875
|
|
2,273,750
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016-2018 PSU
|
2/8/2016
|
|
|
|
0
|
|
19,910
|
|
39,820
|
|
|
|
|
|
2,096,523
|
|
|||||||
|
2015-2017 PSU
|
2/8/2016
|
|
|
|
0
|
|
2,945
|
|
5,890
|
|
|
|
|
|
281,972
|
|
|||||||
|
2014-2016 PSU
|
2/8/2016
|
|
|
|
0
|
|
2,994
|
|
5,988
|
|
|
|
|
|
295,613
|
|
|||||||
|
RSU
|
2/8/2016
|
|
|
|
|
|
|
10,239
|
|
|
|
|
950,415
|
|
|||||||||
|
Stock Awards Total
|
|
|
|
|
|
|
|
|
|
|
|
3,624,523
|
|
||||||||||
|
Option
Award
|
2/8/2016
|
|
|
|
|
|
|
|
142,365
|
|
101.87
|
|
102.00
|
|
1,425,643
|
|
|||||||
P. Stoffels
|
Bonus
|
|
0
|
|
1,144,000
|
|
2,288,000
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016-2018 PSU
|
2/8/2016
|
|
|
|
0
|
|
24,444
|
|
48,888
|
|
|
|
|
|
2,573,953
|
|
|||||||
|
2015-2017 PSU
|
2/8/2016
|
|
|
|
0
|
|
3,681
|
|
7,362
|
|
|
|
|
|
352,441
|
|
|||||||
|
2014-2016 PSU
|
2/8/2016
|
|
|
|
0
|
|
2,939
|
|
5,878
|
|
|
|
|
|
290,182
|
|
|||||||
|
RSU
|
2/8/2016
|
|
|
|
|
|
|
12,571
|
|
|
|
|
1,166,878
|
|
|||||||||
|
Stock Awards Total
|
|
|
|
|
|
|
|
|
|
|
|
4,383,454
|
|
||||||||||
|
Option
Award
|
2/8/2016
|
|
|
|
|
|
|
|
174,787
|
|
101.87
|
|
102.00
|
|
1,750,317
|
|
|||||||
S. Peterson
|
Bonus
|
|
0
|
|
1,218,750
|
|
2,437,500
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016-2018 PSU
|
2/8/2016
|
|
|
|
0
|
|
21,493
|
|
42,986
|
|
|
|
|
|
2,263,213
|
|
|||||||
|
2015-2017 PSU
|
2/8/2016
|
|
|
|
0
|
|
3,179
|
|
6,358
|
|
|
|
|
|
304,377
|
|
|||||||
|
2014-2016 PSU
|
2/8/2016
|
|
|
|
0
|
|
3,074
|
|
6,148
|
|
|
|
|
|
303,511
|
|
|||||||
|
RSU
|
2/8/2016
|
|
|
|
|
|
|
11,053
|
|
|
|
|
1,025,973
|
|
|||||||||
|
Stock Awards Total
|
|
|
|
|
|
|
|
|
|
|
|
3,897,074
|
|
||||||||||
|
Option
Award
|
2/8/2016
|
|
|
|
|
|
|
|
153,685
|
|
101.87
|
|
102.00
|
|
1,539,002
|
|
|||||||
J. Duato
|
Bonus
|
|
0
|
|
875,000
|
|
1,750,000
|
|
|
|
|
|
|
|
|
|
||||||||
|
2016-2018 PSU
|
2/8/2016
|
|
|
|
0
|
|
17,596
|
|
35,192
|
|
|
|
|
|
1,852,859
|
|
|||||||
|
2015-2017 PSU
|
2/8/2016
|
|
|
|
0
|
|
2,726
|
|
5,452
|
|
|
|
|
|
261,004
|
|
|||||||
|
2014-2016 PSU
|
2/8/2016
|
|
|
|
0
|
|
2,478
|
|
4,956
|
|
|
|
|
|
244,665
|
|
|||||||
|
RSU
|
2/8/2016
|
|
|
|
|
|
|
9,049
|
|
|
|
|
839,955
|
|
|||||||||
|
Stock Awards Total
|
|
|
|
|
|
|
|
|
|
|
|
3,198,483
|
|
||||||||||
|
Option
Award
|
2/8/2016
|
|
|
|
|
|
|
|
125,824
|
|
101.87
|
|
102.00
|
|
1,260,002
|
|
2017 Proxy Statement -
66
|
|
|
|
|
2017 Proxy Statement -
67
|
2016 RSU Fair Value
|
|
Grant Date
|
2/8/2016
|
Common Stock Fair Market Value
(1)
|
$101.87
|
Dividend yield
|
3.10%
|
Fair Value
|
$92.823
|
2017 Proxy Statement -
68
|
|
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
K
|
|||||||
|
|
|
Options
|
Stock Awards
|
|||||||||||||
Number of Securities
Underlying Unexercised
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
(#)
|
Equity
Incentive
Plans:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
|
|||||||||||
Name
|
Grant Date
|
Vesting Date
|
Exercisable
|
Unexercisable
|
|||||||||||||
A. Gorsky
|
Stock Options and RSUs
|
||||||||||||||||
|
2/08/2010
|
2/09/2013
|
119,770
|
|
|
$62.62
|
2/07/2020
|
|
|
|
|
||||||
|
1/10/2011
|
1/11/2014
|
144,695
|
|
|
62.20
|
|
1/08/2021
|
|
|
|
|
|||||
|
1/17/2012
|
1/18/2015
|
231,951
|
|
|
65.37
|
|
1/17/2022
|
|
|
|
|
|||||
|
1/16/2013
|
1/17/2016
|
547,692
|
|
|
72.54
|
|
1/13/2023
|
|
|
|
|
|||||
|
2/10/2014
|
2/11/2017
|
|
495,146
|
|
90.44
|
|
2/09/2024
|
33,720
|
|
$3,884,881
|
|
|
||||
|
2/09/2015
|
2/10/2018
|
|
427,127
|
|
100.06
|
|
2/09/2025
|
33,165
|
|
3,820,940
|
|
|
|
|||
|
2/08/2016
|
2/09/2019
|
|
411,264
|
|
101.87
|
|
2/08/2026
|
29,579
|
|
3,407,797
|
|
|
|
|||
|
PSUs
|
||||||||||||||||
|
2/10/2014
(1)
|
2/10/2017
|
|
|
|
|
96,914
|
|
11,165,462
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/10/2017
|
|
|
|
|
9,957
|
|
1,147,146
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/10/2017
|
|
|
|
|
11,072
|
|
1,275,605
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/09/2018
|
|
|
|
|
9,791
|
|
1,128,021
|
|
55,276
|
|
$6,368,348
|
||||
|
2/08/2016
(3)
|
2/09/2018
|
|
|
|
|
10,890
|
|
1,254,637
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/08/2019
|
|
|
|
|
9,712
|
|
1,118,920
|
|
49,298
|
|
5,679,623
|
|
|||
D. Caruso
|
Stock Options and RSUs
|
||||||||||||||||
|
2/11/2008
|
2/12/2011
|
82,591
|
|
|
61.75
|
|
2/10/2018
|
|
|
|
|
|||||
|
2/09/2009
|
2/10/2012
|
110,578
|
|
|
58.33
|
|
2/08/2019
|
|
|
|
|
|||||
|
2/08/2010
|
2/09/2013
|
119,770
|
|
|
62.62
|
|
2/07/2020
|
|
|
|
|
|||||
|
1/10/2011
|
1/11/2014
|
145,447
|
|
|
62.20
|
|
1/08/2021
|
|
|
|
|
|||||
|
1/17/2012
|
1/18/2015
|
173,702
|
|
|
65.37
|
|
1/17/2022
|
|
|
|
|
|||||
|
1/16/2013
|
1/17/2016
|
233,846
|
|
|
72.54
|
|
1/13/2023
|
|
|
|
|
|||||
|
2/10/2014
|
2/11/2017
|
|
158,277
|
|
90.44
|
|
2/09/2024
|
10,779
|
|
1,241,849
|
|
|
|
|||
|
2/09/2015
|
2/10/2018
|
|
136,535
|
|
100.06
|
|
2/09/2025
|
10,601
|
|
1,221,341
|
|
|
|
|||
|
2/08/2016
|
2/09/2019
|
|
142,365
|
|
101.87
|
|
2/08/2026
|
10,239
|
|
1,179,635
|
|
|
|
|||
|
PSUs
|
||||||||||||||||
|
2/10/2014
(1)
|
2/10/2017
|
|
|
|
|
30,980
|
|
3,569,206
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/10/2017
|
|
|
|
|
3,183
|
|
366,713
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/10/2017
|
|
|
|
|
3,539
|
|
407,728
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/09/2018
|
|
|
|
|
3,129
|
|
360,492
|
|
17,670
|
|
2,035,761
|
|
|||
|
2/08/2016
(3)
|
2/09/2018
|
|
|
|
|
3,481
|
|
401,046
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/08/2019
|
|
|
|
|
3,362
|
|
387,336
|
|
17,066
|
|
1,966,174
|
|
|||
P. Stoffels
|
Stock Options and RSUs
|
||||||||||||||||
|
1/16/2013
|
1/17/2016
|
102,692
|
|
|
72.54
|
|
1/13/2023
|
|
|
|
|
|||||
|
2/10/2014
|
2/11/2017
|
|
155,342
|
|
90.44
|
|
2/09/2024
|
10,579
|
|
1,218,807
|
|
|
|
|||
|
10/31/2014
|
10/31/2017
|
|
|
|
|
75,492
|
|
8,697,433
|
|
|
|
|||||
|
2/09/2015
|
2/10/2018
|
|
170,668
|
|
100.06
|
|
2/09/2025
|
13,252
|
|
1,526,763
|
|
|
|
|||
|
2/08/2016
|
2/09/2019
|
|
174,787
|
|
101.87
|
|
2/08/2026
|
12,571
|
|
1,448,305
|
|
|
|
|||
|
PSUs
|
||||||||||||||||
|
2/10/2014
(1)
|
2/10/2017
|
|
|
|
|
30,407
|
|
3,503,190
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/10/2017
|
|
|
|
|
3,122
|
|
359,686
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/10/2017
|
|
|
|
|
3,474
|
|
400,240
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/09/2018
|
|
|
|
|
3,914
|
|
450,932
|
|
22,086
|
|
2,544,528
|
|
|||
|
2/08/2016
(3)
|
2/09/2018
|
|
|
|
|
4,351
|
|
501,279
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/08/2019
|
|
|
|
|
4,128
|
|
475,587
|
|
20,952
|
|
2,413,880
|
|
|
|
2017 Proxy Statement -
69
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
K
|
|||||||
|
|
|
Options
|
Stock Awards
|
|||||||||||||
Number of Securities
Underlying Unexercised
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
(#)
|
Equity
Incentive
Plans:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
|
|||||||||||
Name
|
Grant Date
|
Vesting Date
|
Exercisable
|
Unexercisable
|
|||||||||||||
S. Peterson
|
Stock Options and RSUs
|
||||||||||||||||
|
1/16/2013
|
1/17/2016
|
61,538
|
|
|
$72.54
|
1/13/2023
|
|
|
|
|
||||||
|
2/10/2014
|
2/11/2017
|
|
162,509
|
|
90.44
|
|
2/09/2024
|
11,067
|
|
$1,275,029
|
|
|
||||
|
2/09/2015
|
2/10/2018
|
|
147,395
|
|
100.06
|
|
2/09/2025
|
11,445
|
|
1,318,578
|
|
|
|
|||
|
2/08/2016
|
2/09/2019
|
|
153,685
|
|
101.87
|
|
2/08/2026
|
11,053
|
|
1,273,416
|
|
|
|
|||
|
PSUs
|
||||||||||||||||
|
2/10/2014
(1)
|
2/10/2017
|
|
|
|
|
31,808
|
|
3,664,600
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/10/2017
|
|
|
|
|
3,268
|
|
376,506
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/10/2017
|
|
|
|
|
3,633
|
|
418,558
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/09/2018
|
|
|
|
|
3,380
|
|
389,410
|
|
19,074
|
|
$2,197,516
|
||||
|
2/08/2016
(3)
|
2/09/2018
|
|
|
|
|
3,758
|
|
432,959
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/08/2019
|
|
|
|
|
3,630
|
|
418,212
|
|
18,422
|
|
2,122,399
|
|
|||
J. Duato
|
Stock Options and RSUs
|
||||||||||||||||
|
2/11/2008
|
2/12/2011
|
20,842
|
|
|
61.75
|
|
2/10/2018
|
|
|
|
|
|||||
|
2/09/2009
|
2/10/2012
|
34,288
|
|
|
58.33
|
|
2/08/2019
|
|
|
|
|
|||||
|
1/10/2011
|
1/11/2014
|
19,293
|
|
|
62.20
|
|
1/08/2021
|
|
|
|
|
|||||
|
1/17/2012
|
1/18/2015
|
100,000
|
|
|
65.37
|
|
1/17/2022
|
|
|
|
|
|||||
|
1/16/2013
|
1/17/2016
|
148,538
|
|
|
72.54
|
|
1/13/2023
|
|
|
|
|
|||||
|
2/10/2014
|
2/11/2017
|
|
130,969
|
|
90.44
|
|
2/09/2024
|
8,919
|
|
1,027,558
|
|
|
|
|||
|
2/09/2015
|
2/10/2018
|
|
126,369
|
|
100.06
|
|
2/09/2025
|
9,812
|
|
1,130,441
|
|
|
|
|||
|
2/08/2016
|
2/09/2019
|
|
125,824
|
|
101.87
|
|
2/08/2026
|
9,049
|
|
1,042,535
|
|
|
|
|||
|
PSUs
|
||||||||||||||||
|
2/10/2014
(1)
|
2/10/2017
|
|
|
|
|
25,634
|
|
2,953,293
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/10/2017
|
|
|
|
|
2,634
|
|
303,463
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/10/2017
|
|
|
|
|
2,929
|
|
337,450
|
|
|
|
|||||
|
2/09/2015
(2)
|
2/09/2018
|
|
|
|
|
2,896
|
|
333,648
|
|
16,354
|
|
1,884,144
|
|
|||
|
2/08/2016
(3)
|
2/09/2018
|
|
|
|
|
3,222
|
|
371,207
|
|
|
|
|||||
|
2/08/2016
(3)
|
2/08/2019
|
|
|
|
|
2,972
|
|
342,404
|
|
15,082
|
|
1,737,597
|
|
2017 Proxy Statement -
70
|
|
|
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized Upon
Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized Upon
Vesting
($)
|
||||
A. Gorsky
|
0
|
|
$0
|
114,875
|
|
$11,573,245
|
||
D. Caruso
|
41,146
|
|
2,438,723
|
|
49,047
|
|
4,941,308
|
|
P. Stoffels
|
125,000
|
|
3,722,500
|
|
47,757
|
|
4,811,345
|
|
S. Peterson
|
0
|
|
0
|
|
12,907
|
|
1,300,334
|
|
J. Duato
|
100,275
|
|
4,507,790
|
|
38,076
|
|
3,836,019
|
|
|
|
2017 Proxy Statement -
71
|
|
|
|
Present Value of Accumulated Benefit
|
|||||||
Name
|
Number of Years
Credited Service
(#)
|
Normal Retirement
Age
|
Salaried Pension
Plan
($)
|
Excess Pension
Plan
($)
|
Total
($)
|
|||||
A. Gorsky
|
24.41
|
|
62
|
|
$1,035,000
|
$18,268,000
|
$19,303,000
|
|||
D. Caruso
|
17.00
|
|
62
|
|
804,000
|
|
6,653,000
|
|
7,457,000
|
|
P. Stoffels
|
23.33
|
|
62
|
|
888,000
|
|
8,070,000
|
|
8,958,000
|
|
S. Peterson
|
4.08
|
|
62
|
|
183,000
|
|
1,501,000
|
|
1,684,000
|
|
J. Duato
|
27.25
|
|
62
|
|
1,039,000
|
|
7,726,000
|
|
8,765,000
|
|
2017 Proxy Statement -
72
|
|
|
Name
|
Registrant Contribution
to Excess Savings Plan
($)
|
Value of CLCs Vested in
Last FY
($)
|
Value of CLPs Vested
in Last FY
($)
|
Total
($)
|
A. Gorsky
|
$60,075
|
$0
|
$378,529
|
$438,604
|
D. Caruso
|
29,002
|
0
|
342,568
|
371,570
|
P. Stoffels
|
39,555
|
0
|
246,044
|
285,599
|
S. Peterson
|
31,431
|
0
|
0
|
31,431
|
J. Duato
|
27,450
|
0
|
208,193
|
235,643
|
Name
|
Earnings / (Losses)
on Income
Deferral Program
and Excess
Savings Plan
($)
|
Change in Value on All
Vested CLCs at Last FYE
($)
|
Change in Value on All
Vested CLPs at Last FYE
($)
|
Total
($)
|
||||
A. Gorsky
|
$36,955
|
$493,200
|
$403,787
|
$933,942
|
||||
D. Caruso
|
229,598
|
|
986,400
|
|
437,097
|
|
1,653,095
|
|
P. Stoffels
|
21,935
|
|
657,600
|
|
262,461
|
|
941,996
|
|
S. Peterson
|
8,974
|
|
0
|
|
0
|
|
8,974
|
|
J. Duato
|
19,891
|
|
637,050
|
|
214,248
|
|
871,189
|
|
|
|
2017 Proxy Statement -
73
|
Name
|
Full Balance of
Income Deferral
Plan and Excess
Savings Plan
($)
|
Full Value of All Vested
CLCs at Last FYE
($)
|
Full Value of All Vested
CLPs at Last FYE
($)
|
Total
($)
|
||||
A. Gorsky
|
$469,657
|
$5,586,000
|
$4,326,289
|
$10,381,946
|
||||
D. Caruso
|
1,997,494
|
|
11,172,000
|
|
4,683,184
|
|
17,852,678
|
|
P. Stoffels
|
282,879
|
|
7,448,000
|
|
2,812,084
|
|
10,542,963
|
|
S. Peterson
|
125,081
|
|
0
|
|
0
|
|
125,081
|
|
J. Duato
|
253,285
|
|
7,215,250
|
|
2,295,510
|
|
9,764,045
|
|
Unit Values and Change in Values
|
CLC
($)
|
CLP
($)
|
Beginning of Year Unit Value
|
$42.44
|
$4.76
|
End of Year Unit Value
|
46.55
|
5.25
|
Change in Unit Value
|
4.11
|
0.49
|
2017 Proxy Statement -
74
|
|
|
•
|
Earned but unpaid annual performance bonuses for
2016
as shown in the “Non-Equity Incentive Plan Compensation” table on pages 61 and 62. However, in case of involuntary termination for cause, these amounts would be forfeited.
|
•
|
Vested non-qualified deferred compensation balances as shown in the “Non-Qualified Deferred Compensation” table on page 73. This includes the account balances under the Executive Income Deferral Plan and Excess Savings Plan and the value of vested CLCs and CLPs as shown in the table on page 74.
|
•
|
Pension benefits as described in the “Pension Benefits” table and notes on page 72.
|
Name
|
Type of
Payment
|
Voluntary
Termination
($)
|
Involuntary
Termination
Without
Cause
($)
|
Involuntary
Termination
with
Cause
($)
|
Death
($)
|
Disability
($)
|
|||||
A. Gorsky
|
Cash Severance
|
$0
|
$1,600,000
|
$0
|
$0
|
$0
|
|||||
|
Benefits
|
271,000
|
|
274,000
|
|
271,000
|
|
140,000
|
|
268,000
|
|
|
Equity Incentives
|
67,427,942
|
|
67,427,942
|
|
0
|
|
67,427,942
|
|
67,427,942
|
|
|
Total
|
67,698,942
|
|
69,301,942
|
|
271,000
|
|
67,567,942
|
|
67,695,942
|
|
D. Caruso
|
Cash Severance
|
0
|
|
1,084,404
|
|
0
|
|
0
|
|
0
|
|
|
Benefits
|
193,000
|
|
197,000
|
|
193,000
|
|
101,000
|
|
235,000
|
|
|
Equity Incentives
|
22,020,063
|
|
22,020,063
|
|
0
|
|
22,020,063
|
|
22,020,063
|
|
|
Total
|
22,213,063
|
|
23,301,467
|
|
193,000
|
|
22,121,063
|
|
22,255,063
|
|
P. Stoffels
|
Cash Severance
|
0
|
|
1,144,000
|
|
0
|
|
0
|
|
0
|
|
|
Benefits
|
0
|
|
100,000
|
|
0
|
|
4,000
|
|
204,000
|
|
|
Equity Incentives
|
0
|
|
0
|
|
0
|
|
33,534,444
|
|
33,534,444
|
|
|
Total
|
0
|
|
1,244,000
|
|
0
|
|
33,538,444
|
|
33,738,444
|
|
S. Peterson
|
Cash Severance
|
0
|
|
975,000
|
|
0
|
|
0
|
|
0
|
|
|
Benefits
|
0
|
|
14,000
|
|
0
|
|
4,000
|
|
144,000
|
|
|
Equity Incentives
|
0
|
|
0
|
|
0
|
|
23,269,364
|
|
23,269,364
|
|
|
Total
|
0
|
|
989,000
|
|
0
|
|
23,273,364
|
|
23,413,364
|
|
J. Duato
|
Cash Severance
|
0
|
|
908,654
|
|
0
|
|
0
|
|
0
|
|
|
Benefits
|
0
|
|
101,000
|
|
0
|
|
8,000
|
|
205,000
|
|
|
Equity Incentives
|
0
|
|
0
|
|
0
|
|
19,194,163
|
|
19,194,163
|
|
|
Total
|
0
|
|
1,009,654
|
|
0
|
|
19,202,163
|
|
19,399,163
|
|
|
|
2017 Proxy Statement -
75
|
Name
|
Salary Rate as of Fiscal
Year End
($)
|
Years of Eligible
Service
(#)
|
Weeks of Base Salary Continuation
|
Total Amount of
Cash
Severance
($)
|
||||||||
Accrued
(#)
|
Minimum
(#)
|
Final
(#)
|
||||||||||
A. Gorsky
|
$1,600,000
|
8
|
|
16
|
|
52
|
|
52
|
|
$1,600,000
|
||
D. Caruso
|
909,500
|
|
31
|
|
62
|
|
52
|
|
62
|
|
1,084,404
|
|
P. Stoffels
|
1,144,000
|
|
19
|
|
38
|
|
52
|
|
52
|
|
1,144,000
|
|
S. Peterson
|
975,000
|
|
4
|
|
8
|
|
52
|
|
52
|
|
975,000
|
|
J. Duato
|
875,000
|
|
27
|
|
54
|
|
52
|
|
54
|
|
908,654
|
|
•
|
Voluntary Termination and Involuntary Termination With Cause:
|
•
|
Not a Retirement: Employees that terminate voluntarily or are terminated for cause are not eligible to receive healthcare coverage post termination.
|
•
|
Retirement: Employees are eligible to receive retiree healthcare coverage post termination.
|
•
|
Involuntary Termination Without Cause:
|
•
|
Employees are eligible to receive active-employee healthcare coverage during their cash severance period up to a maximum of 52 weeks.
|
•
|
Employees that are between the age 50 and 54 with at least ten years of service at the time of termination are eligible to receive separation healthcare coverage beginning on the earlier of the expiration of their cash severance period or 52 weeks after termination and continuing until they have attained age 65.
|
•
|
Employees that are considered retirement-eligible are able to receive retiree healthcare coverage after their cash severance period expires.
|
•
|
Death: Employees’ dependents are eligible to receive active-employee healthcare coverage for six months after termination.
|
•
|
Disability: Employees are eligible to receive active-employee healthcare coverage while on long-term disability.
|
2017 Proxy Statement -
76
|
|
|
Benefits
|
Eligibility
|
Voluntary
Termination
|
Involuntary
Termination
Without
Cause
|
Involuntary
Termination
with
Cause
|
Death
|
Disability
|
Retiree Healthcare Coverage
|
Employees age 55 with ten years of service
|
ü
|
ü
|
ü
|
ü
Coverage for Dependents
|
ü
|
Separation Healthcare Coverage
|
Employees between ages 50 and 54 with ten years of service
|
|
ü
|
|
|
|
Active-employee Healthcare Coverage
|
All Employees
|
|
ü
While on
severance - up to 52 weeks
|
|
ü
Coverage for Dependents for
6 months
|
ü
While on
LTD
|
•
|
Voluntary Termination and Involuntary Termination Without Cause:
|
•
|
Not a Retirement: All unvested equity incentives would be forfeited. Vested options would remain exercisable for three months.
|
•
|
Retirement: All equity incentives would remain in effect and become vested on their normal vesting dates. Options would remain exercisable for their remaining terms.
|
•
|
Involuntary Termination With Cause: All vested and unvested equity awards would be forfeited.
|
•
|
Death and Disability: All equity incentives would become vested upon termination due to death or disability. Options would remain exercisable for their remaining terms.
|
|
|
2017 Proxy Statement -
77
|
•
|
The Plan, approved by shareholders in 2012, provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, performance shares and performance share units to our employees and non-employee directors.
|
•
|
In order to allow for awards under the Plan to qualify as tax-deductible “performance-based compensation” under Section 162(m) of the Code, we are asking shareholders to re-approve the material terms of the performance goals under the Plan. There can be no guarantee, however, that amounts payable under the Plan will be treated as qualified “performance-based compensation” under Section 162(m).
|
•
|
You are not being asked to approve any amendment to the Plan or to approve the Plan itself. These terms are the same as those that the shareholders previously approved in 2012.
|
•
|
Approval of this Item 4
will not
increase the number of shares available for issuance under the Plan or otherwise increase the potential dilution to shareholders as a result of the Plan.
|
2017 Proxy Statement -
78
|
|
|
|
|
2017 Proxy Statement -
79
|
2017 Proxy Statement -
80
|
|
|
|
|
2017 Proxy Statement -
81
|
2017 Proxy Statement -
82
|
|
|
Plan Category
|
(a)
Number of securities to be issued upon exercise of outstanding options and rights
|
(b)
Weighted-average exercise price of outstanding options and rights
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
Equity compensation plans approved by security holders
|
137,289,904
|
$68.72
|
439,398,804
|
|
|
2017 Proxy Statement -
83
|
2017 Proxy Statement -
84
|
|
|
|
Actual Fees
($ in thousands)
|
|||
|
2016
|
2015
|
||
Audit Fees
|
$36,700
|
|
$35,930
|
|
Audit-Related Fees
|
22,915
|
|
19,085
|
|
Total Audit and Audit-Related Fees
|
59,615
|
|
55,015
|
|
Tax Fees
|
3,435
|
|
1,605
|
|
All Other Fees
|
132
|
|
1,200
|
|
Total Fees
|
$63,182
|
|
$57,820
|
|
|
|
2017 Proxy Statement -
85
|
2017 Proxy Statement -
86
|
|
|
•
|
The role of the CEO and management is to run the company.
|
•
|
The role of the Board of Directors is to provide independent oversight of management and the CEO.
|
•
|
There is a potential conflict of interest for a CEO to be her/his own overseer as Chair while managing the business.
|
|
|
2017 Proxy Statement -
87
|
•
|
The adoption of a policy requiring that the Chairman of the Board be an independent director could limit the Board’s ability to choose the person best suited for the role at a particular time
. As discussed in “Item 1: Election of Directors” on pages 9 to 14 of this Proxy Statement, our Board is composed of directors with diverse backgrounds, experience, and perspectives. Moreover, our independent directors appropriately challenge management and demonstrate the free-thinking expected of today’s directors. Given this makeup, our Board is in a very strong position to evaluate the pros and cons of the various types of board leadership structures and to ultimately decide which one best serves the interests of our stakeholders, as they are defined in Our Credo. While the views of shareholders are important when determining the most appropriate board leadership structure, it is incumbent upon the Board, and is ultimately the Board's duty, to decide what leadership structure will most effectively serve the interests of Johnson & Johnson and our stakeholders. Our Board believes it is crucial to maintain the flexibility to tailor its leadership structure to best fit the company’s specific circumstances, culture, and short- and long-term challenges as they evolve over time.
|
•
|
Our Board believes that our current governance structure already provides the independent leadership and oversight sought by the proposal
. Our Board recognizes the importance of having in place, and building upon, a strong structure to ensure that the Board functions in an appropriately independent manner. At the same time that our Board decided to designate Mr. Gorsky as Chairman in 2012, our independent Directors took steps to enhance our governance structure by converting the Presiding Director role to that of an independent Lead Director and expanding the duties of the independent Lead Director to include all of the responsibilities and authorities of the company’s former Presiding Director position as well as several additional responsibilities and authorities. As presently structured, the independent Lead Director’s duties include the following, among other things:
|
•
|
Approving information sent to the Board and determining timeliness of information flow from management;
|
•
|
Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
|
•
|
Reviewing in advance the schedule of committee meetings;
|
•
|
Participating in setting, and ultimately approving, the agenda for each Board meeting;
|
•
|
Having the authority to call meetings and Executive Sessions of the independent Directors;
|
•
|
Presiding at all meetings of the Board at which the Chair/CEO is not present, including Executive Sessions of the independent Directors;
|
•
|
As necessary, meeting with major shareholders or other external parties, after discussions with the Chair/CEO;
|
•
|
Monitoring the flow of information from Committee Chairs to the full Board;
|
•
|
Leading the annual performance evaluation of the Chair/CEO, distinguishing as necessary between performance as Chair and performance as CEO;
|
•
|
Leading the annual performance evaluation of the Board; and
|
•
|
Leading the CEO succession process.
|
•
|
Our Board believes that our existing leadership structure is most effective for the company under current circumstances
. Our Board believes that it remains in our company’s best interests for Mr. Gorsky to serve as Chairman of our Board. Having Mr. Gorsky, our company's CEO, serve as Chairman creates clear and unambiguous authority, which is essential to effective management. Further, given that he is closer to our company’s businesses than any other Board member and has the benefit of over 20 years of operational and leadership experience within the Johnson & Johnson Family of Companies, Mr. Gorsky is best positioned to provide effective leadership. Mr. Gorsky’s career experience gives him unsurpassed industry knowledge, which the Board believes is critical for the chairman of the board of a company that operates in a highly-regulated industry, such as health care.
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2017 Proxy Statement -
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2017 Proxy Statement -
89
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Shareholders Entitled
to Vote and Voting Standard
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Shareholders of record of our common stock at the close of business on February 28, 2017 are entitled to notice of, and to vote at, our Annual Meeting, and at any adjournments or postponements of the meeting. Each share of common stock entitles its owner to one vote. On February 28, 2017, there were 2,710,891,992 shares outstanding.
To constitute a quorum a majority of the shares entitled to vote must be represented in person or by proxy at the Annual Meeting. Approval of each matter submitted to the shareholders, including the election of Directors, requires the affirmative vote of a majority of the votes cast at the meeting. For purposes of determining the number of votes cast with respect to a particular matter, only those cast “For” or “Against” are included; abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting.
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How to Vote
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You are encouraged to vote in advance of the meeting using one of the following voting methods, even if you are planning to attend the 2017 Annual Meeting of Shareholders.
Make sure you have your Notice, proxy card or vote instruction form in hand and follow the instructions.
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Registered Shareholders
: Shareholders who hold their shares directly with our stock registrar, Computershare, can vote any
one
of four ways:
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Via the Internet:
Go to
www.proxyvote.com
and follow the instructions on the website.
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By Telephone:
Call (800) 690-6903 and follow the instructions given by the voice prompts.
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If you vote via the Internet or by telephone, your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on April 26, 2017, except with respect to shares held in a Johnson & Johnson employee savings plan, which must be submitted by 5:00 p.m. on April 25, 2017. See “Johnson & Johnson Employee Savings Plans” below for voting instructions regarding shares held under our savings plans
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By Mail:
If you received paper copies of the Proxy Statement, Annual Report and proxy card, mark, sign, date and return the proxy card in the postage-paid envelope provided.
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In Person:
Attend the Annual Meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting. (See “Annual Meeting Information” and “Admission Ticket Procedures”.)
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Beneficial Shareholders:
Shareholders who hold their shares beneficially through an institutional holder of record such as a bank or broker (sometimes referred to as holding shares “in street name”), will receive voting instructions from that holder of record.
If you wish to vote in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting.
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2017 Proxy Statement -
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2017 Proxy Statement -
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Johnson & Johnson Employee Savings Plans
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If you hold shares in a Johnson & Johnson company employee savings plan, you will receive one proxy card or Notice that covers the shares held for you in your savings plan, as well as any other shares registered directly in your name (but not shares held beneficially through a bank, broker or other holder of record). If you vote the plan shares via the Internet, by telephone or by mail, as described above, by 5:00 p.m. (Eastern) on April 25, 2017, the Trustee of your savings plan will vote your shares as you have directed (your voting instructions will be kept confidential).
It is important that you direct the Trustee how to vote your shares.
In accordance with the terms of the Johnson & Johnson Savings Plan, the Johnson & Johnson Savings Plan for Union Represented Employees and the Johnson & Johnson Puerto Rico Retirement Savings Plan, you are the named fiduciary for shares held in your savings plan and have the right to direct the Trustee with respect to those shares. If you do not direct the plan Trustee how to vote your shares, the Trustee will vote your shares in direct proportion to the votes cast for all shares held in that plan for which voting instructions were provided by other plan holders.
Participants in the Johnson & Johnson employee savings plans may attend the Annual Meeting. However, shares held in those plans can only be voted as described in this paragraph, and cannot be voted at the meeting.
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Annual Meeting Attendance
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If you were a shareholder as of the record date, February 28, 2017, and plan to attend our Annual Meeting in person, please note:
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Venue
:
State Theatre, 15 Livingston Avenue, New Brunswick, New Jersey.
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Time
:
The doors to the State Theatre will open at 9:15 a.m. and the meeting will begin at 10:00 a.m. The anticipated running time of the meeting will be approximately one hour.
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Parking
: Although NOT reserved, the Morris Street Parking Deck (70 New Street, New Brunswick) and the New Street Parking Deck (134 New Street, New Brunswick) will be open to self-parkers at normal hourly and daily rates. For information on local parking go to:
www.njnbpa.org.
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Devices:
Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting.
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Tickets
:
See “Admission Ticket Procedures” below.
(Note: Consistent with our practice the last couple of years, we do not provide product bags or food at the meeting.)
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Admission Ticket Procedures
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Tickets to the meeting will be available to shareholders as of the record date, February 28, 2017.
If you were a shareholder as of the record date, February 28, 2017, and you plan to attend the Annual Meeting in person, you must print your own ticket and bring it to the meeting to gain access.
• Tickets can be printed by clicking on the “Register for Meeting” button found at
www.proxyvote.com
and following the instructions provided. You will need the 16-digit control number included on your Notice, proxy card or vote instruction form.
• If you are unable to print your ticket, please call Shareholder Meeting Registration Phone Support (toll free) at 1-844-318-0137 or (international toll call) at 1-925-331-6070, or email
AnnualMeeting@its.jnj.com
for assistance.
• On the day of the meeting, you will be required to present valid picture identification, such as a driver’s license or passport, with your admission ticket. You may be denied entrance if the required identification is not presented.
Guest tickets are not available. Exceptions may be granted to shareholders who require a companion ticket in order to facilitate their own attendance (for example, due to a physical disability) by contacting the Office of the Corporate Secretary per the instructions above.
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2017 Proxy Statement -
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Proxy Solicitation
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In addition to the solicitation of proxies by mail, several regular employees of the Johnson & Johnson Family of Companies may solicit proxies in person or by telephone. We have also retained the firm of Morrow & Co., LLC to aid in the solicitation of banks, brokers, and institutional and other shareholders for a fee of approximately $20,000, plus reimbursement of expenses. We will bear all costs of the solicitation of proxies. Any registered shareholder
voting by proxy card may substitute the name of another person in place of the persons presently named as proxies. In order to vote, a substitute proxy must present adequate identification to the Corporate Secretary.
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Electronic Access to Proxy Materials
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This Proxy Statement and our 2016 Annual Report are available at
www.investor.jnj.com/gov/annualmeetingmaterials.cfm
. If you received paper copies of this year’s Proxy Statement and Annual Report by mail, you can elect to receive an e-mail message in the future that will provide a link to those documents on the Internet. By opting to access your proxy materials via the Internet, you will:
• gain faster access to your proxy materials;
• help save on our production and mailing documents costs;
• reduce the amount of mail you receive; and
• help preserve environmental resources.
If you have enrolled in the electronic access service previously, you will continue to receive your proxy materials by e-mail, unless and until you elect an alternative method of delivery.
Registered Shareholders
may enroll in the electronic proxy and Annual Report access service for future Annual Meetings of Shareholders by registering at
www.computershare-na.com/green.
If you vote via the Internet, simply follow the prompts that link you to that website.
Beneficial Shareholders
who wish to enroll for electronic access may register at
https://enroll.icsdelivery.com/jnj
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Reduce Duplicate Mailings
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We have adopted a procedure approved by the SEC called “householding”. Under this procedure, registered shareholders, who have the same address and last name and who receive either Notices or paper copies of the proxy materials in the mail, will receive only one copy of our proxy materials, or a single envelope containing the Notices for all shareholders at that address. This consolidated method of delivery will continue unless one or more of these shareholders notifies us that they would like to receive individual copies of proxy materials. This procedure reduces our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards or Notices that include each shareholder’s unique control number for voting the shares held in each account.
Registered Shareholders
who wish to discontinue householding and receive separate copies of proxy materials may notify Computershare by calling (800) 328-9033, or send a written request to the Office of the Corporate Secretary at the address of our principal office.
Beneficial shareholders
may request information about householding from your bank, broker or other holder of record.
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Corporate Governance Materials
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Shareholders can see our Restated Certificate of Incorporation; By-Laws; Principles of Corporate Governance; Board Committee Charters; Code of Business Conduct for employees; Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers; and other corporate governance materials at
www.investor.jnj.com/gov.cfm
. Copies of these documents, as well as additional copies of this Proxy Statement, are available to shareholders, without charge, upon request to the Corporate Secretary at our principal office address.
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2017 Proxy Statement -
93
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Shareholder Proposals, Director Nominations by Shareholders and Other Items of Business
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Rule 14a-8
: To be included in the Proxy Statement and proxy card for the 2018 Annual Meeting of Shareholders, a shareholder proposal must be received at our principal office on or before November 15, 2017 and must comply with Rule 14a-8 under the U.S. Securities and Exchange Act of 1934, as amended.
Proxy Access
: As discussed on page 22 of this Proxy Statement, last year we amended our By-Laws to implement proxy access, which allows a shareholder or a group of up to 20 shareholders owning shares representing at least 3% of the common stock of the company continuously for at least three years, to nominate and include in our Proxy Statement their own Director nominee(s) constituting up to 20% of the total number of Directors then serving on the Board (with a minimum of up to two Director nominees if the Board size is less than 10), provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-Laws.
Notice of Director nominees for the 2018 Annual Meeting of Shareholders must include the information required under our By-Laws and must be received by our Corporate Secretary at our principal office no earlier than the close of business (5:00 p.m. Eastern Time) on October 16, 2017 and no later than the close of business on November 15, 2017, unless the date of the 2018 Annual Meeting of Shareholders has been changed by more than 30 calendar days. In that case, such notice must be received by our Corporate Secretary no earlier than the close of business on the 90th calendar day before the date we commence mailing of our proxy materials in connection with the 2018 Annual Meeting of Shareholders and no later than the close of business on the later of (i) the 60th calendar day before the date we commence mailing of our proxy materials in connection with the 2018 Annual Meeting of Shareholders or (ii) the 10th calendar day following the day on which public announcement of the date of the 2018 Annual Meeting of Shareholders is first made.
Advance Notice Provisions
: In addition, under the terms of our By-Laws, a shareholder who intends to present an item of business (including a Director nomination) at the 2018 Annual Meeting of Shareholders (other than a proposal submitted or a Director candidate nominated for inclusion in our proxy materials) must provide us with written notice of such business at our principal office, including the information specified in the By-Laws, which must be received during the same windows as those described above under “Proxy Access”.
Proposals and other items of business should be directed to the attention of the Office of the Corporate Secretary at the address of our principal office: One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.
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Contacting Our Board, Individual Directors and Committees
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You can contact any of our Directors, including our Lead Director, by writing to them c/o Johnson & Johnson, Office of the Corporate Secretary, One Johnson & Johnson Plaza, New Brunswick, NJ 08933. Employees and others who wish to contact the Board or any member of the Audit Committee to report any complaint or concern with respect to accounting, internal accounting controls or auditing matters, may do so anonymously by using the address above. You can also use the online submission forms on our website to contact the Board and the Audit Committee. Our process for handling communications to the Board or the individual Directors has been approved by the independent Directors and can be found at
www.investor.jnj.com/communication.cfm
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Helpful Websites
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Company
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www.jnj.com
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Investor Relations
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www.investor.jnj.com
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Corporate Governance
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www.investor.jnj.com/gov.cfm
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Annual Meeting Materials
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www.investor.jnj.com/gov/annualmeetingmaterials.cfm
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Board of Directors
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www.investor.jnj.com/gov.cfm
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Certificate of Incorporation and By-Laws
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www.investor.jnj.com/gov/cdocument.cfm
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Contact the Board
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www.investor.jnj.com/communication.cfm
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Political Contributions
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www.investor.jnj.com/gov/contributions.cfm
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SEC Filings
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www.investor.jnj.com/sec.cfm
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Strategic Framework
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www.jnj.com/strategic-framework
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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2017 Proxy Statement -
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Our Credo
We believe our first responsibility is to the doctors, nurses and patients, to mothers and fathers and all others who use our products and services. In meeting their needs everything we do must be of high quality. We must constantly strive to reduce our costs in order to maintain reasonable prices. Customers’ orders must be serviced promptly and accurately. Our suppliers and distributors must have an opportunity to make a fair profit.
We are responsible to our employees, the men and women who work with us throughout the world. Everyone must be considered as an individual. We must respect their dignity and recognize their merit. They must have a sense of security in their jobs. Compensation must be fair and adequate, and working conditions clean, orderly and safe. We must be mindful of ways to help our employees fulfill their family responsibilities. Employees must feel free to make suggestions and complaints. There must be equal opportunity for employment, development and advancement for those qualified. We must provide competent management, and their actions must be just and ethical.
We are responsible to the communities in which we live and work and to the world community as well. We must be good citizens –support good works and charities and bear our fair share of taxes. We must encourage civic improvements and better health and education. We must maintain in good order the property we are privileged to use, protecting the environment and natural resources.
Our final responsibility is to our stockholders. Business must make a sound profit. We must experiment with new ideas. Research must be carried on, innovative programs developed and mistakes paid for. New equipment must be purchased, new facilities provided and new products launched. Reserves must be created to provide for adverse times. When we operate according to these principles, the stockholders should realize a fair return.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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JOHNSON & JOHNSON
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The Board of Directors recommends a vote
FOR
all Director nominees listed:
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1.
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Election of Directors
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For
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Against
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Abstain
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1a.
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Mary C. Beckerle
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1b.
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D. Scott Davis
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The Board of Directors recommends you vote
1 YEAR
on the following proposal:
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1 Year
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2 Years
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3 Years
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Abstain
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1c.
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Ian E. L. Davis
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2.
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Advisory Vote on Frequency of Voting to Approve Named Executive Officer Compensation
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1d.
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Alex Gorsky
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The Board of Directors recommends you vote
FOR
the following proposals:
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Abstain
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1e.
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Mark B. McClellan
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3.
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Advisory Vote to Approve Named Executive Officer Compensation
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Anne M. Mulcahy
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4.
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Re-approval of the Material Terms of Performance Goals under the 2012 Long-Term Incentive Plan
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1g.
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William D. Perez
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5.
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Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2017
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1h.
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Charles Prince
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The Board of Directors recommends you vote
AGAINST
the following proposal:
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1i.
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A. Eugene Washington
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6.
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Shareholder Proposal – Independent Board Chairman
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1j.
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Ronald A. Williams
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For address changes and/or comments, please check this box and complete where indicated on reverse side.
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¨
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Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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