JOHNSON & JOHNSON
Shareholder Proposals
Item 4
Require the Board to adopt a policy (and amend bylaws as needed) that the Board Chair must be an independent director, with limited waivers.
The proposal requests that Johnson & Johnson adopt a policy and amend its bylaws as necessary to require that the Board Chair be an independent director, with provisions allowing waiver if no independent director is available and providing that the policy apply prospectively. Proponents argue this would separate the oversight role of the Chair from CEO management responsibilities to strengthen board oversight and accountability. The supporting statement cites past shareholder support for a similar proposal, proxy advisor guidance favoring independent chairs, and relative underperformance versus certain indices as rationale. The proposal allows flexibility by permitting the Board to waive the requirement if no qualified independent director is available and by applying the policy prospectively so as not to conflict with existing contractual obligations.