TRILLIUM ASSET MANAGEMENT January 19, 2021 Via e-mail at
[email protected] Securities and Exchange Commission Office of the Chief Counsel Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Request by Johnson & Johnson to omit Proposal submitted by submitted by Trillium Asset Management (“Trillium”) on behalf of Christopher and Anne Ellinger and co-filers. Ladies and Gentlemen, This is a supplement to Trillium Asset Management LLC’s (acting on behalf Christopher and Anne Ellinger and co-filers (together, the “Proponents”)) January 6 and 10, 2021 letters and in response to Johnson & Johnson’s (“J&J”, “JNJ”, or the “Company”) December 16, 2020 and January 15, 2021 letters regarding a shareholder proposal (the "Proposal) submitted to the Company. The Proposal asks J&J to publish a third-party audit on racial impact and civil rights. 1. Johnson & Johnson has misrepresented the essential element of the Proposal. The Company asserts that “the essential objective of the Proposal is to obtain a report on ways Johnson & Johnson can improve the racial impact of its policies, practices, products and services.” That description entirely ignores the third-party audit request as the center of the Proposal. This failure to accurately and fairly describe the Proposal – effectively an effort to twist the words of the Proposal – is fatal for the Company’s argument. As is abundantly clear in a plain reading of the proposal the request is for: a third-party audit (within a reasonable time, at a reasonable cost, and excluding confidential/proprietary information) to review its corporate policies, practices, products, and services, above and beyond legal and regulatory matters; to assess the racial impact of the company's policies, practices, products and services; and to provide recommendations for improving the company’s racial impact.