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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): 
February 14, 2023
Johnson & Johnson
 (Exact name of registrant as specified in its charter)
  
New Jersey1-321522-1024240
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

One Johnson & Johnson Plaza, New Brunswick, New Jersey  08933 
(Address of Principal Executive Offices)
 (Zip Code) 
Registrant's telephone number, including area code:
732-524-0400
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐             Recommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
               CFR 240.14d-2(b)) 
☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
               CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $1.00JNJNew York Stock Exchange
0.650% Notes Due May 2024JNJ24CNew York Stock Exchange
5.50% Notes Due November 2024JNJ24BPNew York Stock Exchange
1.150% Notes Due November 2028JNJ28New York Stock Exchange
1.650% Notes Due May 2035JNJ35New York Stock Exchange
 
 

 


               
Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Johnson & Johnson (the “Company”) announced on February 14, 2023, that Paula A. Johnson, President of Wellesley College, has been appointed to its Board of Directors (the “Board”), effective immediately. Dr. Johnson will serve as a member of the Board’s Nominating & Corporate Governance Committee, effective as of April 27, 2023. As a non-employee Director of the Company, Dr. Johnson will receive compensation as described in the “Director Compensation” section of the Company's 2023 Proxy Statement.

The Company’s press release announcing the appointment is attached to this Report as Exhibit 99.1.


Item 9.01            Financial Statements and Exhibits
(d)     Exhibits.
Exhibit No.
 		Description of Exhibit
 
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Johnson & Johnson 
   (Registrant)
 
 
 		 
Date: February 14, 2023By:/s/ Marc Larkins 
  Marc Larkins
Corporate Secretary		 
Johnson & Johnson Names Paula A. Johnson, President of Wellesley College, to its Board of Directors New Brunswick, NJ (February 14, 2023) – Johnson & Johnson (NYSE: JNJ) announced today that Paula A. Johnson, MD, MPH, President of Wellesley College, has been appointed to its Board of Directors. “I am excited to welcome Dr. Paula Johnson to Johnson & Johnson’s Board of Directors,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “Paula is an impressive leader, physician-scientist, and educator, with expertise in improving health outcomes for patients around the globe. Her extensive knowledge of medical research, public health, and health policy, and her proven leadership across complex organizations will provide a unique skillset to the Johnson & Johnson Board of Directors. On behalf of the Board, we look forward to working with Paula as the Company continues to innovate to profoundly impact health for humanity.” Dr. Johnson said, “I am honored to join Johnson & Johnson’s Board of Directors and advance the Company’s mission. I have always been passionate about health, science and helping people achieve positive health outcomes, and I look forward to serving with fellow directors who share a similar passion and commitment to improving the lives of people around the world.” About Paula A. Johnson, MD, MPH Dr. Johnson is a pioneer who brings decades of experience in the fields of academic medicine, public health, and higher education. Currently, Dr. Johnson is the 14th President of Wellesley College. In this role, she has placed the College at the forefront of science, technology, engineering, and mathematics education for women and has led the creation of the school’s new strategic plan. Dr. Johnson has held several leadership roles in her career as a physician-scientist. She most recently served as the Grayce A. Young Family Professor of Medicine in Women’s Health at Harvard Medical School and a professor of epidemiology at the Harvard T.H. Chan School of Health. In addition, she founded the Connors Center for Women’s Health and Gender Biology at Brigham and Women’s Hospital. Dr. Johnson has served on several national and international boards, and she currently serves on the board of directors for Rockefeller University and the Isabella Stewart Gardner Museum in Boston. Dr. Johnson attended Harvard University, where she earned her bachelor’s, master’s, and doctoral degrees. She also trained in internal medicine and cardiovascular medicine at Brigham and Women’s Hospital. The full Board of Directors list is available on the Johnson & Johnson website at https://www.jnj.com/leadership/our-leadership-team#board-of-directors. About Johnson & Johnson At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 135 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest and

 
most broadly-based health care company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity. Press Contacts Tesia Williams media-relations@its.jnj.com Investor Contacts Jessica Moore RA-JJCUS-InvestorRel@ITS.JNJ.com