UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14,
2005
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
New Jersey 1-3215 22-1024240
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933
(Address of principal executive offices) (zip code)
Registrant's telephone number including area code:732-524-0400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Compensation of Named Executive Officers
On February 14, 2005, the Compensation & Benefits Committee
(the "Compensation Committee") of Johnson & Johnson (the
"Company") completed its annual performance and compensation
review of the Company's executive officers and approved
compensation for performance during 2004. Following is a
description of the compensation arrangements that were approved
by the Compensation Committee for the Company's Named Executive
Officers (which officers were determined by reference to the
Company's proxy statement dated March 10, 2004 (the "2004 Proxy
Statement")).
Annual Base Salary:
The Compensation Committee approved the following base salaries,
effective February 28, 2005, for the Named Executive Officers:
William C. Weldon, Chairman/CEO $1,600,000
Robert J. Darretta, Vice Chairman/CFO $ 990,000
Per A. Peterson, Chairman, R&D Pharmaceuticals Group $ 807,000
The other two Named Executive Officers, James T. Lenehan and
Roger S. Fine, retired during 2004 and were not eligible to
receive year-end compensation for 2004.
Bonus:
The Compensation Committee approved the following bonus payments
for performance in 2004 (divided at the discretion of the
Committee between cash and the fair market value of Common Stock
awards on February 14, 2005):
Mr. Weldon $2,500,000
Mr. Darretta $ 874,500
Dr. Peterson $ 798,750
Stock Option Grants:
The Compensation Committee approved the following stock option
grants under the Company's 2000 Stock Option Plan at an exercise
price of $66.18, which was the fair market value of the Company's
Common Stock on the date of grant. The options will become
exercisable on February 15, 2008 and expire on February 13, 2015.
Mr. Weldon 410,000
Mr. Darretta 160,000
Dr. Peterson 150,000
Long Term Incentive Plan Awards
The Compensation Committee approved the following long term
incentive plan awards on February 14, 2005 in recognition of
performance during 2004 under the Company's Certificate of Extra
Compensation ("CEC") Program. Awards are not paid out until
retirement or other termination of employment. As of the end of
fiscal year 2004, the CEC value per unit was $19.71. The value
of the CEC units is subject to increase or decrease based on the
performance of the Company. Reference is made to the Company's
2004 Proxy Statement for a more complete description of the
Company's CEC Long Term Incentive Plan.
Mr. Weldon 100,000 CEC Units
Mr. Darretta 50,000 CEC Units
Dr. Peterson 120,000 CEC Units
The Company expects to file its Proxy Statement for the 2005
Annual Meeting of Shareholders on or about March 16, 2005 (the
"2005 Proxy Statement"). The 2005 Proxy Statement will include
additional information with respect to the compensation
arrangements for executive officers of the Company.
2005 Long Term Incentive Plan
On February 14, 2005, the Board of Directors approved the 2005
Long Term Incentive Plan, which will be submitted to the
shareholders for approval at the Annual Meeting of Shareholders
on April 28, 2005 ("2005 Annual Meeting"). The 2005 Long Term
Incentive Plan will be filed as an Exhibit to the 2005 Proxy
Statement and will not become effective unless approved by the
shareholders.
Non-Employee Director Compensation
On February 14, 2005, the Board of Directors, upon the
recommendation of the Compensation Committee, approved changes to
the Deferred Fee Plan for Non-Employee Directors primarily to
reflect that Non-Employee Directors are no longer required to
defer $20,000 of their director fees each year. However, the
Plan permits each Non-Employee Director to defer all or any
portion of his or her fees into Common Stock equivalent units
until termination of his or her directorship. A copy of the
Plan, as amended, is filed with this Form 8-K as Exhibit 10.
The Compensation Committee has also approved a new compensation
plan for Non-Employee Directors. Each Non-Employee Director
will receive an annual fee of $85,000 for his or her services as
director. In addition, directors will receive $5,000 for service
on a committee of the Board of Directors or $15,000 if
chairperson of the committee. The Presiding Director is paid an
additional annual fee of $10,000. Non-Employee Directors
receive their fees on a quarterly basis, and the first quarter
payment for 2005, which is expected to be paid on or about March
8, 2005, will reflect this new compensation plan, effective as of
January 1, 2005.
Directors will no longer receive stock option grants. Instead,
under the 2005 Long Term Incentive Plan being submitted to the
shareholders for approval at the 2005 Annual Meeting, each Non-
Employee Director would receive non-retainer equity compensation
each year in the form of restricted or deferred stock having a
value of $100,000. Subject to shareholder approval of the 2005
Long Term Incentive Plan, each Non-Employee Director will receive
a grant of 1,511 shares of restricted stock, based upon the fair
market value of the Common Stock of the Company on February 14,
2005. These shares of restricted stock will not be issued
unless such Plan is approved by the shareholders. In addition,
each future director will receive a one-time grant of 1,000
shares of Company Common Stock upon first becoming a member of
the Board of Directors.
The Company will provide additional information with respect to
Non-Employee Director compensation in the 2005 Proxy Statement.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10. Deferred Fee Plan for Non-Employee Directors, as amended
through February 14, 2005.
SIGNATURE
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
Date: February 18, 2005 By: /s/ Michael H. Ullmann
Michael H. Ullmann
Corporate Secretary