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CHAPTER83

How Much Do You Really Know About Our Annual Meeting?

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By MargaretGurowitz
Apr 22, 2009

April usually means warmer weather and spring flowers, but at Johnson & Johnson it means it’s time for the Company’s Annual Meeting of Shareholders.   Everyone knows these three things about the meeting:  it has always been held on the last Thursday of April, it’s always had a huge turnout and it’s always been held in New Brunswick…right?   Well, not exactly.   And here’s an unusual fact:  our first Annual Meeting was held on a Saturday.

So…how much do you REALLY know about our Annual Meeting?  Read on to find out.

The Earliest Meetings:  Meet Our Shareholders, All Three of Them

Johnson & Johnson has had annual meetings of shareholders (or stockholders as they were called then) since 1888 – almost since the beginning of the Company.  At that time, the group of shareholders  – the three Johnson brothers – was so small that the annual meeting could have been held in a broom closet.

threebrothers

Our Earliest Shareholders – All Three of Them:  Robert Wood Johnson, James Wood Johnson, Edward Mead Johnson

Although Johnson & Johnson was founded in 1886, it was incorporated the following year (in the fall of 1887) with capital stock valued at $100,000, with the three Johnson brothers as stockholders.  Robert held 40 percent of the shares, and his brothers James and Mead held 30 percent each.  The by-laws of the new corporation stated that the Annual Meeting of Stockholders (as it was called then) should be held on the 2nd day of January, and the Secretary of the Company was required to give five days notice in writing to each stockholder to let them know there would be a meeting.

So…When’s the Meeting?

The Company’s secretary didn’t have to write that letter for a few months.  Our first-ever Annual Meeting of Stockholders was held on January 14, 1888 at 4:00 pm in the offices at Johnson & Johnson in New Brunswick.  Oddly enough, that day was a Saturday.  Stranger still, it was just a regular workday back in 1888.  (Work weeks generally stretched from Monday to Saturday, until the passage of legislation setting a 40-hour work week during the Great Depression.)  Presumably bad weather wasn’t much of a roadblock to attendance because two of the three Johnson brothers lived in New Brunswick and could walk to work.   But they may not have wanted to walk to the first Annual Meeting: the winter of 1888 was a notably cold and snowy one (the famous Blizzard of 1888 would occur later that year in March), and our first-ever Annual Meeting took place during a bone-chilling, unusually cold January.

Johnson & Johnson horse-drawn wagon in snow

Undated Early Photo Showing Horsedrawn Cart Stuck in the Snow at Johnson & Johnson

When the Johnson brothers were the only shareholders, scheduling was far less formal, and shareholder meetings were held when needed to elect a Board of Directors (all internal Johnson & Johnson people at that time) or when needed to discuss or consider making an acquisition or an agreement.  That was the case in March of 1892 when Johnson & Johnson held a Special Meeting of Stockholders (all three of them) to discuss whether or not to enter into an agreement with the Papoid Company.   (They voted yes.)

Since the three Johnson brothers were all roughly in agreement about the Company’s goals, the early Johnson & Johnson Annual Meetings were far smoother than those of Robert Wood Johnson’s previous partnership, Seabury & Johnson.  The Seabury & Johnson meetings (with only two stockholders) had been noted for the acerbic written comments made by George Seabury and Robert Wood Johnson in the margins of the meeting minutes, and for the fact that the long-suffering Seabury & Johnson treasurer was often called in to break voting ties caused by the deadlocked partners.

The earliest Johnson & Johnson Annual Meetings were always held at the Company’s offices in New Brunswick, starting the tradition of holding them in our founding city that we continue today.

1895 Johnson & Johnson office interior

Johnson & Johnson office, 1895, with founder Robert Wood Johnson in office window next to the clock. Our earliest Annual Meetings were held at the Company's offices.

At the February, 1907 Annual Meeting, the date of the meeting was officially changed to the first Tuesday in February, and the meeting was held on that date until 1943.  In 1944, Johnson & Johnson became a publicly traded company and the meeting date was officially changed to the first Tuesday of March at 11:00 am.

How the Annual Meeting Ended Up in April

So how did our Annual Meeting end up in April?  It’s because of something that happened in 1946.  And that something was the Annual Report.  The March, 1946 Annual Meeting was adjourned until May 14th because the Annual Report covering 1945 (which had to come out before the meeting) wasn’t ready yet.

1945 Annual Report, Inside Cover

Inside cover of 1945 Annual Report with notification of new date of the 1946 Annual Meeting.

Our archives don’t record the reason for the delay, but 1945 was a busy year for the Company, which was shifting from a wartime production footing back to a civilian one, further decentralizing, expanding its research and manufacturing capacity, and adding new products.  General Robert Wood Johnson summarized the eventful year that had passed in his letter to shareholders, and concluded by thanking employees:

“The men and women of Johnson & Johnson have again made an outstanding contribution to the development of the Company.  1945 was the third successive year in which production and sales have been maintained at their present record levels, and the increasing efficiency of production is a tribute to the ability and loyalty of our men and women under difficult circumstances.”  [1945 Annual Report, Robert Wood Johnson's Letter to Stockholders]

From 1947 on, our Annual Meeting has been held in April…even though our modern and always on-time Annual Report comes out in March.

Location, Location, Location

But one thing about the Annual Meeting has never changed, right? The meetings have always been held in New Brunswick.  Well…not exactly.  From 1888 to 1957, the meetings were small and were held in New Brunswick at the Company’s headquarters.  But with the 1957 opening of the Eastern Surgical Dressings Plant (or ESDP, as we used to call it) in North Brunswick, it was decided to hold the Annual Meeting there, both to show off the new state-of-the-art facility, and because it had more space.

ESDP-exterior-wide-shot

The Old Eastern Surgical Dressings Plant in North Brunswick, N.J.  Home of our Annual Meetings from 1957 to 1964.

The first Annual Meeting held at ESDP had about 30 attendees.  In his role as chairman of the Company, General Robert Wood Johnson conducted the meeting -- a role that has been continued by every Chairman and CEO of Johnson & Johnson since we went public in 1944.

General Robert Wood Johnson

General Robert Wood Johnson

It was at one of the ESDP Annual Meetings that an attending shareholder gathered up his courage and asked General Johnson why he had put shareholders last in Our Credo, the one-page statement of corporate responsibility that Johnson had written in 1943, and had printed in the Company’s 1948 Annual Report.  Johnson gave the famous reply that if all of the other responsibilities in Our Credo (to doctors, patients, customers, consumers, then employees, then to the community) were performed well, then the shareholders would be well-cared for.  (And as Johnson liked to remind people when they asked that question, at the time, he himself was the largest shareholder...which probably served to end the conversation.)

philip-hofmann-1972-asm

Former Chairman Philip Hofmann at the 1972 Annual Meeting.

The meetings were held at ESDP until General Johnson retired and Philip B. Hofmann became chairman.  The 1964 meeting (the first chaired by Hofmann) was held at one of the Johnson & Johnson operating company buildings in Raritan.

1972 Annual Meeting

Our 1972 Annual Meeting

Hofmann’s meeting theme, which he continued until his retirement, was to take the audience on virtual a trip around the world and report on the progress of the worldwide affiliate companies.  This set the stage for the basic format of our current meetings, which report on the progress of the Company overall throughout the world.  The meetings remained at the Raritan location until they moved back to New Brunswick in 1983…where they continue today after starting here on a Saturday in the dead of winter 121 years ago.

[Many thanks to the folks in our corporate secretary’s office for digging through their archives, and a huge thank you to retired corporate VP of Public Relations Lawrence G. Foster, for sharing his memories of past annual meetings.]

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Gary Gorran
MAY 11, 2009 12:52 PM

quite interesting..just checking to see what your answer was regarding the new brunswick return meeting to the state theatre and to the hyatt..nice job..gary

Margaret
MAY 11, 2009 05:16 PM

Hi Gary,

Our first Annual Meeting held at the Hyatt in New Brunswick was the 1983 meeting. The only one of our Annual Meetings to be held at the restored State Theater was the 1989 Annual Meeting. Ever since 1989, the rest of the meetings have been at the Hyatt.

Glad you liked the post.

Margaret