1/28/20210000010795false00000107952021-01-282021-01-28

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) January 28, 2021 (January 25, 2021)
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 ClassTrading Symbol
Name of each exchange on
which registered
Common stock, par value $1.00BDXNew York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series BBDXBNew York Stock Exchange
1.000% Notes due December 15, 2022BDX22ANew York Stock Exchange
1.900% Notes due December 15, 2026BDX26New York Stock Exchange
1.401% Notes due May 24, 2023BDX23ANew York Stock Exchange
3.020% Notes due May 24, 2025BDX25New York Stock Exchange
0.174% Notes due June 4, 2021BDX/21New York Stock Exchange
0.632% Notes due June 4, 2023BDX/23ANew York Stock Exchange
1.208% Notes due June 4, 2026BDX/26ANew 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 January 25, 2021, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Thomas E. Polen, BD’s CEO and President, to the additional position of Chairman of the Board, effective April 28, 2021. Mr. Polen will succeed Vincent A. Forlenza as Chairman of the Board, and Mr. Forlenza will retire from BD upon the effectiveness of Mr. Polen’s election.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
BD held its 2021 Annual Shareholders Meeting (the “Annual Meeting”) on January 26, 2021. The final voting results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal No. 1: All of the Board of Directors’ nominees for director were elected to serve for a term of one year and until their respective successors are elected and qualified, by the votes set forth in the table below.
Nominee For Against AbstainBroker Non-Votes
Catherine M. Burzik230,925,8321,274,626298,44120,729,516
R. Andrew Eckert231,562,940564,485371,47420,729,516
Vincent A. Forlenza224,670,2697,265,644562,98620,729,516
Claire M. Fraser227,025,6765,183,952289,27120,729,516
Jeffrey W. Henderson225,097,9867,087,757313,15620,729,516
Christopher Jones223,638,2128,522,565338,12220,729,516
Marshall O. Larsen218,677,50213,505,166316,23120,729,516
David F. Melcher228,998,4993,186,501313,89920,729,516
Thomas E. Polen229,677,6262,540,513280,76020,729,516
Claire Pomeroy230,905,7431,282,835310,32120,729,516
Rebecca W. Rimel231,742,442456,092300,36520,729,516
Timothy M. Ring229,147,4903,024,412326,99720,729,516
Bertram L. Scott216,006,52914,585,8491,906,51120,729,516
Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2021 was ratified by the shareholders by the votes set forth in the table below.
For AgainstAbstainBroker Non-Votes
241,099,677 11,700,095 428,643N/A
Proposal No. 3: The shareholders approved, on an advisory, non-binding basis, the compensation of BD’s named executive officers by the votes set forth in the table below.
For AgainstAbstain Broker Non-Votes
155,094,897 76,265,280 1,138,722 20,729,516
Proposal No. 4: The shareholder proposal regarding special shareholder meetings failed to pass by the votes set forth in the table below.
For AgainstAbstain Broker Non-Votes
104,948,857 124,151,427 3,398,615 20,729,516


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: January 28, 2021