2018 Proxy Statement - Johnson & Johnson

Mar 14, 2018 - accounting firm for 2018;. 4. Vote on the two (2) shareholder proposals contained in this Proxy Statement, if properly presented at the meeting ...
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Notice of Annual Meeting and Proxy Statement 2018 Please Vote –Your Vote Matters

The Story Behind the Cover Photo

Johnson & Johnson has a long-standing, 132-year legacy in innovation. Our approach to innovation is unique: we relentlessly pursue the best breakthroughs in science and technology-whether it is from within our own laboratories or from our powerful network of scientists and entrepreneurs all over the world. Our goal is to address some of the biggest health care needs of humanity. We do this by being a leader in R&D investment. In 2017 we invested $10.6 Billion in research and development, leading to the development of lifesaving and life enhancing products that make a difference for patients and consumers all over the world. We envision a world where all disease is treatable, curable or preventable. We believe our investment in research and development is the best way to benefit patients, consumers and our shareholders.

March 14, 2018

Notice of Annual Meeting and Proxy Statement You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson. When:


Thursday, April 26, 2018 10:00 a.m., Eastern Time Doors to Meeting Open at 9:15 a.m.

Hyatt Regency New Brunswick Two Albany Street New Brunswick, New Jersey

We will broadcast the meeting as a live webcast at www.investor.jnj.com, under “Webcasts & Presentations”. The webcast will remain available for replay for three months following the meeting. Items of Business: 1. Elect the 11 nominees named in this Proxy Statement to serve as Directors for the coming year; 2. Vote, on an advisory basis, to approve named executive officer compensation; 3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018; 4. Vote on the two (2) shareholder proposals contained in this Proxy Statement, if properly presented at the meeting; and 5. Transact such other matters as may properly come before the meeting, and at any adjournment or postponement of the meeting. Voting: You are eligible to vote if you were a shareholder of record at the close of business on February 27, 2018. Ensure that your shares are represented at the meeting by voting in one of several ways: Go to the website listed on your proxy card or Notice to vote VIA THE INTERNET Call the telephone number specified on your proxy card or on the website listed on your Notice to vote BY TELEPHONE If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote BY MAIL Attend the meeting to vote IN PERSON (see “Annual Meeting Attendance” and “Admission Ticket Procedures” on page 96 of this Proxy Statement) By order of the Board of Directors,

THOMAS J. SPELLMAN III Assistant General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 26, 2018: The Proxy Statement and Annual Report to Shareholders are available at www.investor.jnj.com/gov/annualmeetingmaterials.cfm

A Message from Our Lead Director

Dear Fellow Shareholders, As Johnson & Johnson’s Lead Director, I value this opportunity to share with you some of the ways my fellow Directors and I work to represent your interests and keep your trust. Our entire Board continues to provide strong, independent leadership and remains directly accountable to you through active engagement and oversight of the company’s strategy, performance, leadership and risk management. We also ensure a strong focus on the long-term success of the company through the Credo commitment of our Directors, executives and employees. Over the past year, I had the pleasure of speaking with a robust cross-section of you and listening to your insights on key subjects, including board leadership, composition and refreshment; succession planning; compensation; sustainability risks and opportunities; the Board’s o