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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 8, 2025
Johnson & Johnson
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| New Jersey | 1-3215 | 22-1024240 |
(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) |
| ☐ | Pre-commencement 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).
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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $1.00 | JNJ | New York Stock Exchange |
| 1.150% Notes Due November 2028 | JNJ28 | New York Stock Exchange |
| 2.700% Notes due February 2029 | JNJ29B | New York Stock Exchange |
| 3.200% Notes Due June 2032 | JNJ32 | New York Stock Exchange |
| 3.050% Notes due February 2033 | JNJ33B | New York Stock Exchange |
| 1.650% Notes Due May 2035 | JNJ35 | New York Stock Exchange |
| 3.350% Notes Due June 2036 | JNJ36A | New York Stock Exchange |
| 3.350% Notes due February 2037 | JNJ37B | New York Stock Exchange |
| 3.550% Notes Due June 2044 | JNJ44 | New York Stock Exchange |
| 3.600% Notes due February 2045 | JNJ45 | New York Stock Exchange |
| 3.700% Notes due February 2055 | JNJ55 | New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 8, 2025, Johnson & Johnson (the Company) announced that John Morikis was elected to the Board of Directors. The Board has determined that Mr. Morikis satisfies the applicable independence requirements of the NYSE Listed Company Manual. Mr. Morikis will serve on the Audit Committee and Compensation & Benefits Committee.
As a non-employee director of the Company, Mr. Morikis will receive compensation as described in the Director Compensation section of the Company’s 2025 Proxy Statement.
Mr. Morikis served as the Executive Chairman, President and Chief Executive Officer of The Sherwin-Williams Company from 2016 to 2024. He joined Sherwin-Williams in 1984 as a management trainee in the Paint Stores Group. Over the next four decades, he advanced through key leadership roles, including Division President and Group President. From 2006 to 2016, Mr. Morikis served as President and Chief Operating Officer.
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 |
| | |
| 104 | | The 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) |
| |
| By: | /s/ Marc Larkins |
| Marc Larkins Secretary |