UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 13, 2006
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
New Jersey 1-3215 22-1024240
(State or Other Juris- (Commission (IRS Employer
diction of Incorporation) File No.) Identification No.)
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 13, 2006, the Compensation & Benefits
Committee (the "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 2005. The following is
a description of the compensation arrangements that were
approved by the Committee for the executive officers who
will be included as the Named Executive Officers in the
Company's Proxy Statement for the 2006 Annual Meeting of
Shareholders which is expected to be filed on or about March
15, 2006 (the "2006 Proxy Statement").
Annual Base Salary:
The Committee approved the following base salaries,
effective February 27, 2006, for the Named Executive
Officers:
William C. Weldon $1,670,000
Chairman/CEO
Christine A. Poon $ 975,000
Vice Chairman/Worldwide Chairman,
Medicines & Nutritionals
Robert J. Darretta $1,030,000
Vice Chairman/CFO
Michael J. Dormer $ 735,000
Worldwide Chairman,
Medical Devices
Per A. Peterson $ 835,000
Chairman, R&D Pharmaceuticals Group
Bonus:
The Committee approved the following bonus payments for
performance in 2005 (divided at the discretion of the
Committee between cash and the fair market value of Common
Stock awards on February 17, 2006):
Mr. Weldon $3,000,000
Ms. Poon $ 945,000
Mr. Darretta $ 891,000
Mr. Dormer $ 940,500
Dr. Peterson $ 750,268
Stock Option and Restricted Share Unit Grants:
The Committee approved the following stock option and
Restricted Share Unit ("RSU") grants under the Company's
2005 Long-Term Incentive Plan. The stock options were
granted at an exercise price of $58.34, which was the fair
market value of the Company's Common Stock on the date of
grant. The options will become exercisable on February 13,
2009 and expire on February 12, 2016. The RSUs were granted
at the fair market value of the Company's Common Stock on
the date of grant. The RSUs will vest on February 13, 2009,
upon which for each RSU, the holder, if still employed by
the Company on such date, will receive one share of the
Company's Common Stock.
Mr. Weldon 452,520 stock options 37,710 RSUs
Ms. Poon 205,691 stock options 17,141 RSUs
Mr. Darretta 138,841 stock options 11,570 RSUs
Mr. Dormer 128,557 stock options 10,713 RSUs
Dr. Peterson 128,557 stock options 10,713 RSUs
Long Term Incentive Plan Awards:
The Committee approved the following long-term
incentive plan awards on February 13, 2006 in recognition of
performance during 2005 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 2005, the CEC value per unit was
$23.16. The value of the CEC units is preliminary and is
subject to increase or decrease based on the performance of
the Company. Reference is made to the Company's 2005 Proxy
Statement for a more complete description of the Company's
CEC program.
Mr. Weldon 150,000 CEC units
Ms. Poon 200,000 CEC units
Mr. Darretta 85,000 CEC units
Mr. Dormer 80,000 CEC units
Dr. Peterson 25,000 CEC units
The Company expects to file the 2006 Proxy Statement on
or about March 15, 2006. The 2006 Proxy Statement will
include additional information with respect to the
compensation arrangements for executive officers of the
Company.
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: February 16, 2006 By: /s/ Michael H. Ullmann
Michael H. Ullmann
Secretary