JOHNSON & JOHNSON | Independent Board Chairman at JOHNSON & JOHNSON

Status
Omitted
AGM date
Resolution details
Company ticker
JNJ
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition, although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. This may be a particularly good time to consider the merits of this proposal. Johnson & Johnson stock was at $186 in 2022 and was at only $191 in late 2025 despite a robust stock market. Unfavorable news reports regarding Johnson & Johnson emerged in 2025. In October 2025, a Los Angeles jury ordered J&J to pay a historic $966 million verdict to the family of a woman who died from mesothelioma. The verdict, which includes $950 million in punitive damages, is the largest single plaintiff talc award since the company began facing lawsuits for asbestos contaminated talc. As of October 2025, there were 67,000 product liability cases pending against J&J. In March, a federal judge ordered J&J to pay $1.64 billion after a jury found its subsidiary, Janssen, guilty of violating the False Claims Act. The ruling concerned misleading marketing practices for two HIV drugs, Prezista and Intelence. In March 2025, a federal bankruptcy judge again dismissed J&J’s attempt to use a subsidiary to resolve its talc liabilities through bankruptcy. This was J&J’s third failed attempt to use the controversial “Texas Two Step” maneuver, and it forces J&J to face the thousands of lawsuits in court. In September 2025, the U.S. Food and Drug Administration issued a warning letter to J&J subsidiary Janssen Vaccines for significant quality control and manufacturing practice violations. J&J acknowledged that the loss of patent exclusivity for its blockbuster drug Stelara created a significant headwind in its third quarter 2025 earnings. J&J estimated in April 2025 that existing and potential tariffs would cost it approximately $400 million, with the majority coming from China

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