Johnson & Johnson (JNJ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2026, to be held virtually; shareholders of record as of February 24, 2026, are eligible to vote on key proposals.

• 2025 marked by strong financial performance, innovation across six business segments, and the announcement of a planned separation of the Orthopaedics business to focus on higher-growth markets.

• Board refreshment continued with two new directors elected in 2025 and an extension of the Lead Independent Director’s tenure for continuity.

Voting matters and shareholder proposals

• Four main proposals: election of 12 directors, advisory vote on executive compensation (Say on Pay), ratification of PricewaterhouseCoopers LLP as auditor, and a shareholder proposal for an independent board chair.

• Board recommends FOR all director nominees, FOR Say on Pay, FOR auditor ratification, and AGAINST the independent board chair proposal, citing the need for flexibility in board leadership.

• Shareholder proposal for an independent board chair is opposed by the Board, which argues current governance provides strong independent oversight.

Board of directors and corporate governance

• Board consists of 12 nominees, 92% independent, with diverse backgrounds in executive leadership, healthcare, finance, and technology.

• Board refreshment policy includes mandatory retirement at 72, with exceptions for critical leadership continuity.

• Five main standing committees (Audit, Compensation & Benefits, Nominating & Corporate Governance, Regulatory Compliance & Sustainability, Science & Technology), all composed of independent directors.

• Special Committee established to oversee the planned Orthopaedics business separation.

• Annual board and committee self-evaluations, with positive feedback and focus on risk management and technology.