April 28th, 2011
Voting Results from Johnson & Johnson’s Annual Meeting of Shareholders
By Doug Chia, Assistant General Counsel & Corporate Secretary, Johnson & Johnson
Today, Johnson & Johnson held its 123rd Annual Meeting of Shareholders in New Brunswick, New Jersey. As usual, it was great opportunity for the Company to engage with individual shareholders who took time out of a weekday to hear about accomplishments and future opportunities for the Johnson & Johnson family of companies. It was also an opportunity for our Chairman/CEO, Bill Weldon, to speak frankly about the challenges the Company has faced, and what opportunities lay ahead.
For me, the meeting had a special relevance. Though I’ve participated in a number of our shareholders meetings in the past, this was the first time that I had the honor of attending it participating as Corporate Secretary.
A replay of the meeting and a press release about the day has been posted on our corporate website, and I know Marc captured a few highlights from today on Twitter. As Corporate Secretary I decided I’d post to JNJBTW about something I have direct responsibility for: The votes taken at today’s meeting.
Today, there were seven items voted on by the Corporation’s shareholders, ranging from the election of the company’s directors to a resolution concerning pharmaceutical pricing. Details of what each of these items involved can be found in the company’s proxy statement, but the following is a brief recap of how these votes fared:
1) Election of Directors: All 11 Director nominees (all incumbents) were elected to serve one-year terms on the Board of Directors by comfortable margins, with a range of support of 79 to 94 percent. Our Chairman/CEO received the support of 91 percent of the votes cast. A list of our board members can be found on our corporate website.
2) Appointment of Independent Registered Public Accounting Firm: Our shareholders overwhelmingly approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditors for 2011 with the support of 98 percent of the votes cast.
3) Advisory Vote on Named Executive Officer Compensation: In this advisory vote, the Johnson & Johnson shareholders approved the Company’s executive compensation philosophy, policies and procedures and the compensation of the executive officers named in the 2011 Proxy Statement with the support of 61 percent of the votes cast. This was the first time a vote of this type – which is generally referred to as “say on pay” — has taken place at Johnson & Johnson, and it generated a lot of discussion among our shareholders. As someone who participated in many of these conversations, I can tell you that Johnson & Johnson’s Board of Directors and Johnson & Johnson’s leadership will consider the very specific and constructive feedback we received from the shareholders who took the time to provide them to us when making decisions in the coming year regarding our executive compensation plans.
4) Vote on the Frequency of Advisory Vote on Named Executive Officer Compensation: In this advisory vote, shareholders overwhelmingly supported the Board’s recommendation that the advisory vote that I just described above will be held every year with the support of 89 percent of the votes cast.
5) Shareholder Proposal on Pharmaceutical Pricing: This proposal, made by a group of shareholders led by The Sisters of Charity of Saint Elizabeth (New Jersey), beneficial owner of 500 shares, received the support of 3.6% of the votes cast.
6) Shareholder Proposal to amend Johnson & Johnson’s equal employment opportunity policy: This proposal, made by Human Life International, Pro-Life Missionaries to the World (Virginia), beneficial owner of 300 shares, received the support of 4.4% of the votes cast.
7) Shareholder Proposal to adopt non-animal methods for training: This proposal, made by Ms. Jill Maynard (New York), beneficial owner of 1,000 shares, received the support of 4.8% of the votes cast.
I hope you found this synopsis helpful. Detailed voting results will be disclosed in an upcoming SEC filing. For more information about corporate governance at Johnson & Johnson, we encourage you to visit the Corporate Governance section of the www.jnj.com website. BTW — for those of you who would like some additional general information about your rights as a shareholder and the proxy voting process, I thought I’d share these third-party websites with you:
• U.S. Securities and Exchange Commission–Spotlight on Proxy Matters
• U.S. Securities and Exchange Commission–Investor Alert on New Shareholder Voting Rules for the 2010 Proxy Season
• U.S. Securities and Exchange Commission–Introduction to the Markets–Shareholder Voting
• Broadridge Financial Solutions–Shareholder Education