UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to By-Laws
As previously disclosed in Forms 8-K filed by Johnson & Johnson (the "Company") on February 13, 2020 and April 29, 2020 (the “previous Forms 8-Ks”), on February 11, 2020, the Board of Directors (the "Board") voted unanimously to submit a proposal to the Company’s shareholders at its 2020 Annual Meeting of Shareholders held on April 23, 2020 (the "2020 Annual Meeting") recommending the approval of an amendment to the Company’s Restated Certificate of Incorporation to delete the provision that provides that no director may be removed by a vote of the shareholders, except for cause (the “Proposed Amendment”).
The Proposed Amendment was approved by the Company's shareholders at the 2020 Annual Meeting and, as disclosed in the previous Forms 8-K, the Board intended to approve a conforming amendment to the Company’s By-Laws (the “By-Law Amendment”).
On June 9, 2020, the Board approved the By-Law Amendment. Accordingly, Article II, Section 2 of the By-Laws has been amended to delete the for cause requirement for director removal by a vote of the shareholders.
The foregoing description of the By-Law Amendment is qualified in its entirety by reference to text of the By-Laws, as amended, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8‑K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit |
By-Laws, as amended | |
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.
Johnson & Johnson | ||||
(Registrant) | ||||
Date: | June 10, 2020 | By: | /s/ Renee A. Brutus | |
Renee A. Brutus Assistant Secretary | ||||