Johnson & Johnson

Drug Manufacturers - General • Healthcare • New Brunswick, NJ, United States • JNJ (NYQ)

732 524 0400 One Johnson & Johnson Plaza, New Brunswick, NJ 08933, United States

Quarter: Q2 2025 Reported: April 30, 2025 Sentiment: Positive

Johnson & Johnson, together with its subsidiaries, engages in the research and development, manufacture, and sale of various products in the healthcare field worldwide. It operates in two segments, Innovative Medicine and MedTech. The Innovative Medicine segment offers products for various therapeutic areas, such as immunology, including rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease, and psoriasis; infectious diseases comprising HIV/AIDS; neuroscience, consisting of mood disorders, neurodegenerative disorders, and schizophrenia; oncology, such as prostate cancer, hematologic malignancies, lung cancer, and bladder cancer; cardiovascular and metabolism, including thrombosis, diabetes, and macular degeneration; and pulmonary hypertension comprising pulmonary arterial hypertension through retailers, wholesalers, distributors, hospitals, and healthcare professionals for prescription use. The MedTech segment provides electrophysiology products to treat heart rhythm disorders; the heart recovery portfolio, which includes technologies to treat severe coronary artery disease requiring high-risk PCI or AMI cardiogenic shock; circulatory restoration products for the treatment of calcified coronary artery and peripheral artery diseases; and neurovascular care that treats hemorrhagic and ischemic stroke. This segment offers an orthopaedics portfolio that includes products and enabling technologies that support hips, knees, trauma, spine, sports, and other; surgery portfolios comprising advanced and general surgery technologies, as well as solutions for breast aesthetics and reconstruction; contact lenses under the ACUVUE brand; and TECNIS intraocular lenses for cataract surgery. It distributes its products to wholesalers, hospitals, and retailers, as well as physicians, nurses, hospitals, eye care professionals, and clinics. The company was founded in 1886 and is based in New Brunswick, New Jersey.

Analysis Summary

This report details the outcomes of Johnson & Johnson's 2025 Annual Meeting of Shareholders held on April 24, 2025, and a director's retirement.

**Corporate Governance & Shareholder Votes:** Shareholders demonstrated strong support for the company's board and executive management. All 11 director nominees, including D. Adamczyk, M. C. Beckerle, J. A. Doudna, J. Duato, M. A. Hewson, P. A. Johnson, H. Joly, M. B. McClellan, M. A. Weinberger, N. Y. West, and E. A. Woods, were elected to the Board of Directors with substantial majorities. The advisory vote on named executive officer compensation (Say on Pay) also passed, indicating approval of the company's executive compensation philosophy and practices. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2025.

**Shareholder Proposals:** Two shareholder proposals were not approved. The proposal seeking shareholder opportunity to vote on excessive golden parachutes was overwhelmingly rejected with 1,609,744,641 shares against versus 92,601,525 for. Similarly, a proposal to produce a human rights impact assessment also failed to gain shareholder approval, with 1,498,659,169 shares against versus 188,350,832 for. These rejections suggest an alignment of the majority of shareholders with the board's recommendations against these proposals.

**Board Changes:** D. Adamczyk notified the company of his intent to retire from the Board of Directors, effective May 31, 2025. This departure is due to his new role as a Partner at Goldman Sachs and is not a result of any disagreement with J&J's management or operations.

**Financial Performance & Outlook:** It is crucial to note that this Form 8-K filing is a corporate governance update and *does not contain any financial statements, earnings results, or forward-looking guidance for Q2 2025*. Therefore, an analysis of revenue, earnings, EPS, growth rates, or market trends based on financial performance cannot be provided from this document. The focus remains on the stability and direction of the company's governance structure.

Key Highlights

• All 11 director nominees were elected at the 2025 Annual Meeting of Shareholders.
• Shareholders approved, on an advisory basis, the executive compensation philosophy and practices.
• PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025.
• Shareholder proposals regarding 'excessive golden parachutes' and 'human rights impact assessment' were not approved.
• Director D. Adamczyk announced his retirement from the Board, effective May 31, 2025, to join Goldman Sachs as a Partner.
• This report is a corporate governance update and does not contain Q2 2025 financial performance data or guidance.

Financial Metrics

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Stock Performance (90 Days)

Data through Dec 30, 2025

Positive Signals

• Strong shareholder support for the current Board of Directors with all nominees elected.
• Shareholder approval of the company's executive compensation philosophy and practices.
• Ratification of the independent auditor, indicating confidence in financial oversight.
• Director departure is for a new career opportunity, not due to internal disagreement.

Risks & Concerns

— Potential for continued shareholder pressure on executive compensation, despite the rejection of the golden parachutes proposal.
— Ongoing shareholder interest in ESG matters, specifically human rights impact, as evidenced by the rejected proposal.
— Board refreshment and succession planning considerations with the upcoming retirement of a director.