April 26th, 2012
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 124th Annual Meeting of Shareholders in New Brunswick, NJ. Today’s meeting held special significance in the history of Johnson & Johnson as it marked the transition of the Chief Executive Officer (CEO) position for only the 7th time since the company went public in 1944. Bill Weldon, Chairman of the Board of Directors and CEO since 2002, handed the CEO title over to Alex Gorsky, previously Vice Chairman of the Executive Committee. Bill will remain as Chairman of the Board. Alex, like all of our previous CEOs, was promoted from within the company, demonstrating the stability of leadership of Johnson & Johnson over time.
Here is a recap of the official business from today’s meeting, including preliminary voting results:
1) Election of Directors: All 13 Director nominees were elected to serve one-year terms on the Board of Directors with a range of support of 75.1 to 98.8 percent of the votes cast. Bill Weldon (Chairman) received the support of 93.6 percent of the votes cast, and Alex Gorsky (CEO) received the support of 98.8 percent. A full list of our Board members, including their biographies, can be found in the Corporate Governance section of the investor.jnj.com website.
2) Advisory Vote to Approve Named Executive Officer Compensation: In this advisory vote, our shareholders approved the company’s executive compensation philosophy, policies and procedures and the compensation of the executive officers named in the 2012 Proxy Statement with the support of 56.8 percent of the votes cast. As discussed in detail in our 2012 Proxy Statement, the Board of Directors made major changes to our executive compensation program after last year’s advisory vote. The Board will analyze this year’s advisory vote and seriously consider specific and constructive feedback from shareholders in the coming year regarding our executive compensation program.
3) Approval of the Company’s 2012 Long-Term Incentive Plan: Our shareholders approved a new long-term incentive plan with the support of 76.9 percent of the votes cast at today’s meeting. This new plan will allow the company to continue to award equity-linked compensation to over 18,000 eligible employees, thus closely aligning management’s interests with those of our shareholders.
4) Ratification of Appointment of Independent Registered Public Accounting Firm: Our shareholders approved the appointment of PricewaterhouseCoopers LLP to serve as our independent auditors for 2012 with the support of 96.2 percent of the votes cast.
5) Shareholder Proposal on Independent Board Chairman: This proposal, made by the AFSCME Employees Pension Plan of Washington, DC, beneficial owner of 19,868 shares, received the support of 42.9 percent of the votes cast.
6) Shareholder Proposal on Binding Vote on Political Contributions: This proposal, made by Mr. James Mackie of Haverford, PA, beneficial owner of 3,950 shares, received the support of 4.7 percent of the votes cast.
7) Shareholder Proposal on Adopting Non-Animal Methods for Training: This proposal, made for the second consecutive year by Ms. Jill Maynard of Peekskill, NY, beneficial owner of 1,000 shares, received the support of 4.4 percent of the votes cast.
Also announced at today’s meeting was the Board’s decision to increase the rate of the quarterly dividend to shareholders, from $0.57 per share to $0.61 per share, payable on June 12, 2012 to shareholders of record on May 29, 2012. This marks the 50th consecutive year of dividend increases by Johnson & Johnson.