Johnson & Johnson

04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:33

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 25, 2024, the Board of Directors (the "Board") of Johnson & Johnson (the "Company") approved and adopted amended and restatedby-laws of the Company (the "Amended and Restated By-Laws"), effective as of such date. Among other updates, the Amended and Restated By-Laws:
•update and expand the procedural and informational requirements for a shareholder request to call a special meeting;
•update provisions relating to the adjournment, postponement and conduct of shareholder meetings, including memorializing the Chair and Board's authority to adjourn or postpone meetings and set forth rules for the conduct of meetings;
•clarify the applicable voting standard at meetings of shareholders for matters other than the election of directors, consistent with the New Jersey Business Corporation Act;
•update and expand the procedural and informational requirements for director nominations and other proposals submitted by shareholders under the Company's "advance notice" provisions, including updates to reflect the SEC's adoption of "universal proxy" rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended;
•update and expand the procedural and information requirements for director nominations submitted by shareholders under the Company's "proxy access" provisions;
•clarify that, unless the Board otherwise designates, the Chief Executive Officer of the Company also serves as the President of the Company;
•update the Company's director and officer indemnification provisions; and
•make other non-substantive and conforming revisions and clarifications.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.