4 unchanged sentences
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Joaquin Duato, Chief Executive Officer, and Joseph J.
+Added: Joaquin Duato, Chairman and Chief Executive Officer, and Joseph J.
Wolk, Executive Vice President, Chief Financial Officer, reviewed and participated in this evaluation.
5 unchanged sentences
During the fiscal quarter ended January 1, 2023, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: The Company has not experienced any material impact to its internal controls over financial reporting despite the fact that many of its employees have worked remotely due to the COVID-19 pandemic.
−Removed: The Company proactively took actions to re-evaluate and refine its financial reporting process through additional monitoring controls to provide reasonable assurance that the financial results are reported accurately and timely.
The Company continues to monitor and assess the effectiveness of the design and operation of its disclosure controls and procedures.
15 unchanged sentences
The Code of Business Conduct is available on the Company’s website at www.jnj.com/code-of-business-conduct , and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.
−Removed: Any substantive amendment to the Code of Business Conduct or any waiver of the Code granted to
−Removed: the Chief Executive Officer, the Chief Financial Officer or the Controller will be posted on the Company’s website at www.investor.jnj.com/gov.cfm within five business days (and retained on the website for at least one year).
+Added: Any substantive amendment to the Code of Business Conduct or any waiver of the Code granted to the Chief Executive Officer, the Chief Financial Officer or the Controller will be posted on the Company’s website at www.investor.jnj.com/gov.cfm within five business days (and retained on the website for at least one year).
In addition, the Company has adopted a Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers.
−Removed: The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers is available on the Company’s website at www.investor.jnj.com/gov/boardconduct.cfm , and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.
+Added: The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers
+Added: is available on the Company’s website at www.investor.jnj.com/gov/boardconduct.cfm , and copies are available to shareholders without charge upon written request to the Secretary at the Company’s principal executive offices.
Any substantive amendment to the Code or any waiver of the Code granted to any member of the Board of Directors or any executive officer will be posted on the Company’s website at www.investor.jnj.com/gov.cfm within five business days (and retained on the website for at least one year).
51 unchanged sentences
JOHNSON & JOHNSON
−Removed: Duato, Director
+Added: Duato, Chairman of the Board
and Chief Executive Officer
1 unchanged sentence
Signature Title Date
−Removed: Duato Director February 17, 2022
+Added: Duato Chairman of the Board February 16, 2023
Duato Chief Executive Officer
4 unchanged sentences
(Principal Accounting Officer)
−Removed: Gorsky Executive Chairman, Board of Directors February 17, 2022
+Added: Adamczyk Director February 16, 2023
Beckerle Director February 16, 2023
7 unchanged sentences
Mulcahy Director February 16, 2023
−Removed: Prince Director February 17, 2022
Washington Director February 16, 2023
1 unchanged sentence
West Director February 16, 2023
−Removed: Williams Director February 17, 2022
EXHIBIT INDEX
Exhibit Table Description
+Added: Agreement and Plan of Merger, dated as of October 31, 2022, by and among Johnson & Johnson, Athos Merger Sub, Inc.
+Added: and ABIOMED, Inc.
+Added: – Incorporated herein by reference to Exhibit 2.1 of the Registrant’s Form 8-K Current Report filed November 1, 2022.†
Restated Certificate of Incorporation effective February 19, 2016 — Incorporated herein by reference to Exhibit 3(i) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 2016.
15 unchanged sentences
The Johnson & Johnson Executive Income Deferral Plan Amended and Restated Effective January 1, 2010 — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2012.*
−Removed: Excess Savings Plan (Effective as of January 1, 1996) — Incorporated herein by reference to Exhibit 10(j) of the Registrant’s Form 10-K Annual Report for the fiscal year ended December 29, 1996.*
−Removed: Amendments to the Johnson & Johnson Excess Savings Plan effective as of January 1, 2009 — Incorporated herein by reference to Exhibit 10(p) of the Registrant’s Form 10-K Annual Report for the fiscal year ended December 28, 2008.*
−Removed: Amended and Restated Excess Benefit Plan of Johnson & Johnson and Affiliated Companies (Amended and restated effective January 1, 2020, except as otherwise provided) incorporated herein by reference to Exhibit 10(n) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 3, 2021*
−Removed: 10(o)** Executive Life Plan Agreement — Incorporated herein by reference to Exhibit 10(i) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 1993.*
+Added: The Johnson & Johnson Excess Savings Plan (amended and restated as of January 1, 2022) — Filed with this document.*
+Added: Excess Benefit Plan of Johnson & Johnson and Affiliated Companies (amended and restated as of January 1, 2020)— incorporated by reference to Exhibit 10(n) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 2021.*
+Added: 10(n)** Executive Life Plan Agreement — Incorporated herein by reference to Exhibit 10(i) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 1993.*
Executive Life Plan Agreement Closure Letter — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 29, 2015.*
−Removed: Employment Agreement for Dr.
−Removed: Paulus Stoffels - Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2012.*
+Added: 2022 Long-Term Incentive Plan — Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on March 16, 2022.*
Exhibit Table Description
5 unchanged sentences
Affiliated Companies (as amended and restated effective October 1, 2014) — Incorporated herein by reference to Exhibit 10(x) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 3, 2016.*
+Added: Contingent Value Rights Agreement, dated as of December 22, 2022, by and between Johnson & Johnson and American Stock Transfer & Trust Company, LLC – Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed December 22, 2022.†
Subsidiaries — Filed with this document.
13 unchanged sentences
** Paper filing.
+Added: † Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable.
A copy of any of the Exhibits listed above will be provided without charge to any shareholder submitting a written request specifying the desired exhibit(s) to the Secretary at the principal executive offices of the Company.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.