Form: 8-K

Current report filing

January 28, 2021

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 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 a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B BDXB 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 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  Abstain Broker Non-Votes
Catherine M. Burzik 230,925,832 1,274,626 298,441 20,729,516
R. Andrew Eckert 231,562,940 564,485 371,474 20,729,516
Vincent A. Forlenza 224,670,269 7,265,644 562,986 20,729,516
Claire M. Fraser 227,025,676 5,183,952 289,271 20,729,516
Jeffrey W. Henderson 225,097,986 7,087,757 313,156 20,729,516
Christopher Jones 223,638,212 8,522,565 338,122 20,729,516
Marshall O. Larsen 218,677,502 13,505,166 316,231 20,729,516
David F. Melcher 228,998,499 3,186,501 313,899 20,729,516
Thomas E. Polen 229,677,626 2,540,513 280,760 20,729,516
Claire Pomeroy 230,905,743 1,282,835 310,321 20,729,516
Rebecca W. Rimel 231,742,442 456,092 300,365 20,729,516
Timothy M. Ring 229,147,490 3,024,412 326,997 20,729,516
Bertram L. Scott 216,006,529 14,585,849 1,906,511 20,729,516
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   Against Abstain Broker Non-Votes
241,099,677   11,700,095   428,643 N/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   Against Abstain   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   Against Abstain   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