Form: 8-K

Current report filing

September 27, 2019

Documents

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) September 27, 2019 (September 24, 2019)
BECTON, DICKINSON AND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
New Jersey
(State or Other Jurisdiction of Incorporation)

001-4802
 
22-0760120
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
1 Becton Drive,
 Franklin Lakes,
New Jersey
 
07417-1880
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
(201) 
847-6800
 
 
 (Registrant’s Telephone Number, Including Area Code)
 
 
 
 
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
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 (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
☐
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))





Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of each exchange on
which registered
Common stock, par value $1.00
 
BDX
 
New York Stock Exchange
Depositary Shares, each representing 1/20th of a share of 6.125% Cumulative Preferred Stock Series A
 
BDXA
 
New York Stock Exchange
1.000% Notes due December 15, 2022
 
BDX22A
 
New York Stock Exchange
1.900% Notes due December 15, 2026
 
BDX26
 
New York Stock Exchange
1.401% Notes due May 24, 2023
 
BDX23A
 
New York Stock Exchange
3.020% Notes due May 24, 2025
 
BDX25
 
New York Stock Exchange
0.174% Notes due June 4, 2021
 
BDX/21
 
New York Stock Exchange
0.632% Notes due June 4, 2023
 
BDX/23A
 
New York Stock Exchange
1.208% Notes due June 4, 2026
 
BDX/26A
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐






ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 24, 2019, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Thomas E. Polen as BD’s Chief Executive Officer and President, effective January 28, 2020, following the conclusion of BD’s 2020 annual shareholder meeting on that date. Also effective January 28, 2020, Vincent A. Forlenza, BD’s current Chairman and Chief Executive Officer, will serve as executive Chairman. A copy of the press release issued by BD on September 26, 2019 regarding Mr. Polen’s election is furnished as Exhibit 99.1 to this report. Mr. Polen, 46, has served as BD’s President since April 2017 and assumed the additional role of Chief Operating Officer in October 2018. Prior to becoming President, Mr. Polen served as BD’s Executive Vice President and President – Medical Segment from October 2014 to April 2017, and prior thereto, as Group President.
Also on September 24, 2019, the BD Board of Directors elected Thomas J. Spoerel, age 41, to the position of Vice President, Controller and Chief Accounting Officer, effective October 1, 2019. In this position, Mr. Spoerel will serve as BD’s principal accounting officer, replacing Charles R. Bodner, who has moved to another position within BD. Mr. Spoerel joined BD in September 2015 as Vice President Finance and Deputy Controller, and became Vice President Finance and Controller in December 2018. Prior to joining BD, Mr. Spoerel served as Vice President Finance and Corporate Controller of Catalent, Inc.

Exhibits
99.1Press release dated September 26, 2019.
Exhibit 101
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.





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.

BECTON, DICKINSON AND COMPANY
(Registrant)

By:
/s/ Gary DeFazio
 
Gary DeFazio
 
Senior Vice President and Corporate Secretary
Date: September 27, 2019