Johnson & Johnson DEF 14A Filing

Ticker: JNJ · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 200406

Johnson & Johnson DEF 14A Filing Summary
FieldDetail
CompanyJohnson & Johnson (JNJ)
Form TypeDEF 14A
Filed DateMar 13, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$13.2 billion, $60 billion, $30 billion, $2 billion, $80 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Johnson & Johnson, Executive Compensation, Annual Meeting

TL;DR

<b>Johnson & Johnson filed its Definitive Proxy Statement (DEF 14A) on March 13, 2024, detailing its fiscal year ending December 31, 2023.</b>

AI Summary

JOHNSON & JOHNSON (JNJ) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Filing date: March 13, 2024. Reporting period: Fiscal year ending December 31, 2023. Previous fiscal year end: December 31, 2022. Incorporated in: New Jersey.

Why It Matters

For investors and stakeholders tracking JOHNSON & JOHNSON, this filing contains several important signals. This filing is a standard DEF 14A, indicating it contains information for shareholders regarding the annual meeting and voting matters. The document provides details on executive compensation, stock awards, and pension benefits for both PEO (Principal Executive Officer) and Non-PEO members for the 2023 fiscal year.

Risk Assessment

Risk Level: low — JOHNSON & JOHNSON shows low risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure for public companies and does not contain new or unexpected financial information.

Analyst Insight

Review the executive compensation and stock award details to understand management's incentives and alignment with shareholder interests.

Key Numbers

Key Players & Entities

FAQ

When did JOHNSON & JOHNSON file this DEF 14A?

JOHNSON & JOHNSON filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by JOHNSON & JOHNSON (JNJ).

Where can I read the original DEF 14A filing from JOHNSON & JOHNSON?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by JOHNSON & JOHNSON.

What are the key takeaways from JOHNSON & JOHNSON's DEF 14A?

JOHNSON & JOHNSON filed this DEF 14A on March 13, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Filing date: March 13, 2024. Reporting period: Fiscal year ending December 31, 2023.

Is JOHNSON & JOHNSON a risky investment based on this filing?

Based on this DEF 14A, JOHNSON & JOHNSON presents a relatively low-risk profile. The filing is a routine DEF 14A, which is a standard disclosure for public companies and does not contain new or unexpected financial information.

What should investors do after reading JOHNSON & JOHNSON's DEF 14A?

Review the executive compensation and stock award details to understand management's incentives and alignment with shareholder interests. The overall sentiment from this filing is neutral.

How does JOHNSON & JOHNSON compare to its industry peers?

Johnson & Johnson operates in the pharmaceutical preparations industry.

Are there regulatory concerns for JOHNSON & JOHNSON?

This filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Johnson & Johnson operates in the pharmaceutical preparations industry.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any proposals being put forth for shareholder vote.
  3. Check for any changes in corporate governance practices disclosed in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No specific comparison to a prior filing's content is available from the provided text.

Filing Stats: 4,516 words · 18 min read · ~15 pages · Grade level 13.2 · Accepted 2024-03-13 07:35:57

Key Financial Figures

Filing Documents

: Election of D irectors

ITEM 1: Election of D irectors 13 2024 Board nominees 14 Director n omination p rocess and B oard r efreshment 16 Nominee skills, exp ertise and background 17 Board n ominee biographie s 24 Corporate g overnance 24 Corporate g overnance h ighlights 27 Board s tructure and o perations 36 Oversight of our Company 44 S hareholder e ngagement 46 Related person transactions and Director independence 49 Director c ompensation 49 Fiscal 202 4 non-employee D irector compensation 49 Fiscal 2023 non-employee Director compensation 51 Director compensation policies and practices 51 Deferred fee plan for D irectors 51 Additional arrangements 52 Stock ownership guidelines for non-employee Directors 52 Stock ownership information 52

Security ownership of certain beneficial owners, officers and directors

Security ownership of certain beneficial owners, officers and directors 55 Compensation of e xecutives

: Advisory v ote to a pprove n amed e xecutive o fficer c ompensation

ITEM 2: Advisory v ote to a pprove n amed e xecutive o fficer c ompensation 56 A message from our Compensation & Benefits Committee 57 Compensation C ommittee r eport 58 Compensation d iscussion and a nalysis 59 202 3 Executive c ompensation s ummary 64 2023 Executive compensation 71 Compensation decisions for 202 3 performance 73 NEO p erformance and c ompensation s ummaries 77 Executive c ompensation d ecision p rocess 81 Additional i nformation c oncerning e xecutive c ompensation 84 Compensation p olicies and p ractices 85 Compensation d ecisions for 202 2 p erformance 86 Reconciliation of non-GAAP performance measures 89 Executive c ompensation t ables 89 Reconciliation of our CEO's 202 3 t otal d irect c ompensation to the 202 3 s ummary c ompensation t able 92 202 3 Summary c ompensation t able 98 202 3 Grants of p lan- b ased a wards 102 202 3 Outstanding e quity a wards at f iscal y ear- e nd 105 202 3 Option e xercises and s tock v ested 105 202 3 Pension b enefits 107 202 3 Non- q ualified d eferred c ompensation 110 202 3 Potential p ayments u pon t ermination 113 Ratio of the annual total compensation of the median-paid employee to the CEO 114 Pay v ersus p erformance 122 Audit m atters 122 Audit C ommittee r eport

: Ratification of a ppointment of i ndependent r egistered p ublic a ccounting f irm

ITEM 3 : Ratification of a ppointment of i ndependent r egistered p ublic a ccounting f irm 124 Selection and e ngagement of a udit f irm 124 Audit and n on- a udit f ees 125 Pre- a pproval of a udit and n on- a udit s ervices ITEM S 4 - 5 : Shareholder proposals 130 Other information Index of frequently requested information (alphabetical) 131 Annual Meeting attendance 85 Anti-pledging, hedging policy 124 Auditor fees 124 Auditor tenure 15 Board and Committees evaluation 27 Board leadership structure 30 Board meeting attendance 113 CEO pay ratio 73 CEO performance evaluation 78 Compensation consultant 59 Compensation summary 24 Corporate governance highlights 39 Cybersecurity 17 Director biographies 47 Director independence 25 Director overboarding policy 14 Director qualifications 42 Diversity, equity and inclusion 40 Environmental, social and governance 85 Exec. comp. recoupment policies 41 Human capital management 28 Lead Director duties and responsibilities 66 Long-term incentives 131 Notice and access 38 Patient safety and product quality 64 Pay for performance 79 Peer group comparisons 71 Perquisites 40 Political spending oversight 25 Proxy access 46 Related person transactions 36 Risk oversight 110 Severance benefits 44 Shareholder engagement 126 Shareholder proposals Stock ownership requirements: 52 for non-employee Directors 84 for executive officers 130 Voting Websites and resources 135 Helpful websites 26 Other corporate disclosures 2024 Proxy Statement 3 Our Credo We believe our first responsibility is to the patients, doctors and nurses, 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 provide value, reduce our costs and maintain reasonable prices. Customers' orders must be serviced promptly and

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing