Form 8-K - Current report

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):

August 26, 2024

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).


Emerging growth company			☐

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
5.50% Notes Due November 2024	JNJ24BP	New York Stock Exchange
1.150% Notes Due November 2028	JNJ28	New York Stock Exchange
3.20% Notes Due November 2032	JNJ32	New York Stock Exchange
1.650% Notes Due May 2035	JNJ35	New York Stock Exchange
3.350% Notes Due November 2036	JNJ36A	New York Stock Exchange
3.550% Notes Due November 2044	JNJ44	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 August 26, 2024, Johnson & Johnson (the Company) issued a press release announcing that Peter M. Fasolo, Executive Vice President, Chief Human Resources Officer (CHRO), has elected to retire. He will step down from the role of CHRO and member of the Executive Committee, effective October 1, 2024, and depart the Company at the end of the year.

A copy of the Company's press release, dated August 26, 2024, is contained in Exhibit 99.1 to this Report.

Item 9.01 Financial statements and exhibits

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1						Press Release dated August 26, 2024
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.

Date: August 26, 2024


			JOHNSON & JOHNSON
			(Registrant)

By:			/s/ Marc Larkins
			Marc Larkins Corporate Secretary

Exhibit 99.1


			Media contact: Joshina Kapoor media-relations@its.jnj.com

For immediate release

Johnson & Johnson’s Executive Vice President, Chief Human Resources Officer Peter Fasolo to Retire; Kristen Mulholland Named Chief Human Resources Officer, Effective October 1, 2024

NEW BRUNSWICK, N.J. (August 26, 2024) -- Johnson & Johnson (NYSE: JNJ) today announced that Dr. Peter M. Fasolo will retire from his position as Executive Vice President, Chief Human Resources Officer at the end of this year, following 16 years of leadership and service to the Company. Throughout his distinguished career, Dr. Fasolo has worked with the organization’s Board of Directors and partnered with three company CEOs to shape and grow the Company’s human capital strategy.

He will be succeeded in this role by Kristen Mulholland, a strong Credo-based leader who has had an exceptional career with depth and breadth across the Company’s Innovative Medicine and MedTech sectors, managed business unit HR for the Company’s global corporate functions, and has led Corporate HR Services including Performance and Development and most recently Global Total Rewards. Ms. Mulholland will also be appointed as a member of Johnson & Johnson’s Executive Committee, effective October 1, 2024. Dr. Fasolo and Ms. Mulholland will work together during a transition period until Dr. Fasolo’s retirement at the end of this year.

“Peter has led J&J’s talent strategy for the past 16 years including remarkable leadership through the global pandemic and the separation of our consumer health business,” said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. “Throughout his career, Peter has always led with two principles in the forefront of every decision and recommendation – Our Credo values and a deep responsibility to our employees. He leaves a legacy of strong leaders, deep bench strength and an inclusive, caring and patient-focused culture.”

Dr. Fasolo first joined Johnson & Johnson in 2004 as Worldwide Vice President, Human Resources in the MedTech segment. He also served as the Company’s Chief Talent Officer with responsibility for executive assessment and development. Dr. Fasolo became J&J’s CHRO and a member of the Executive Committee in 2010 and has transformed the HR function’s talent and leadership strategy. During his tenure, he strengthened the Company’s global Diversity, Equity & Inclusion outcomes and expanded employee benefits and policies by increasing paid time off for leaves such as military, parental, bereavement, volunteerism and mental well-being, and promoted a healthy workforce. In recognition of his contributions to the Human Resources profession and commitment to the well-being of our employees, Dr. Fasolo was named a National Academy Human Resources Fellow in 2017 and Human Resource Executive’s HR Executive of the Year in 2022.

Kristen Mulholland has been with Johnson & Johnson since 2005. Ms. Mulholland has held HR leadership positions in the Company’s corporate services, global functions and the MedTech and Innovative Medicines sectors across commercial and R&D and helped establish the Company’s Innovation Centers. In her most recent role as Head of Human Resources, Global Total Rewards & Enterprise HR Functions at Johnson & Johnson, Ms. Mulholland worked closely with the Board of Directors supporting the Compensation & Benefits Committee and played a key role in the separation of the consumer business to form Kenvue.

“I’m pleased to appoint Kristen to this important role where she will apply her deep business acumen, talent expertise and Credo-based approach to advance J&J’s culture and operating model,” said Mr. Duato. “I’m confident her breadth of experience and strong leadership will ensure Johnson & Johnson’s human capital strategy is poised to deliver the innovative future-ready talent and culture needed to advance healthcare solutions for patients worldwide.”

About Johnson & Johnson
At Johnson & Johnson, we believe health is everything. Our strength in healthcare innovation empowers us to build a world where complex diseases are prevented, treated, and cured, where treatments are smarter and less invasive, and solutions are personal. Through our expertise in Innovative Medicine and MedTech, we are uniquely positioned to innovate across the full spectrum of healthcare solutions today to deliver the breakthroughs of tomorrow, and profoundly impact health for humanity. Learn more at https://www.jnj.com/.

Cover	Aug. 26, 2024
Cover [Abstract]
Document Period End Date	Aug. 26, 2024
Document Type	8-K
Entity Registrant Name	Johnson & Johnson
Entity Incorporation, State or Country Code	NJ
Entity File Number	1-3215
Entity Tax Identification Number	22-1024240
Entity Address, Address Line One	One Johnson & Johnson Plaza
Entity Address, City or Town	New Brunswick
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08933
City Area Code	732
Local Phone Number	524-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Document Information [Line Items]
Entity Emerging Growth Company	false
Entity Central Index Key	0000200406
Amendment Flag	false
Common Stock
Cover [Abstract]
Title of 12(b) Security	Common Stock, Par Value $1.00
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $1.00
Trading Symbol	JNJ
Security Exchange Name	NYSE
Trading Symbol	JNJ
Security Exchange Name	NYSE
5.50% Notes Due 2024
Cover [Abstract]
Title of 12(b) Security	5.50% Notes Due November 2024
Document Information [Line Items]
Title of 12(b) Security	5.50% Notes Due November 2024
Trading Symbol	JNJ24BP
Security Exchange Name	NYSE
Trading Symbol	JNJ24BP
Security Exchange Name	NYSE
1.150% Notes Due November 2028
Cover [Abstract]
Title of 12(b) Security	1.150% Notes Due November 2028
Document Information [Line Items]
Title of 12(b) Security	1.150% Notes Due November 2028
Trading Symbol	JNJ28
Security Exchange Name	NYSE
Trading Symbol	JNJ28
Security Exchange Name	NYSE
1.650% Notes Due 2035
Cover [Abstract]
Title of 12(b) Security	1.650% Notes Due May 2035
Document Information [Line Items]
Title of 12(b) Security	1.650% Notes Due May 2035
Trading Symbol	JNJ35
Security Exchange Name	NYSE
Trading Symbol	JNJ35
Security Exchange Name	NYSE
3.20% Notes Due November 2032
Cover [Abstract]
Title of 12(b) Security	3.20% Notes Due November 2032
Document Information [Line Items]
Title of 12(b) Security	3.20% Notes Due November 2032
Trading Symbol	JNJ32
Security Exchange Name	NYSE
Trading Symbol	JNJ32
Security Exchange Name	NYSE
3.350% Notes Due November 2036
Cover [Abstract]
Title of 12(b) Security	3.350% Notes Due November 2036
Document Information [Line Items]
Title of 12(b) Security	3.350% Notes Due November 2036
Trading Symbol	JNJ36A
Security Exchange Name	NYSE
Trading Symbol	JNJ36A
Security Exchange Name	NYSE
3.550% Notes Due November 2044
Cover [Abstract]
Title of 12(b) Security	3.550% Notes Due November 2044
Document Information [Line Items]
Title of 12(b) Security	3.550% Notes Due November 2044
Trading Symbol	JNJ44
Security Exchange Name	NYSE
Trading Symbol	JNJ44
Security Exchange Name	NYSE