Form: 8-K

Current report filing

January 26, 2022

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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) January 25, 2022
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
0.632% Notes due June 4, 2023 BDX/23A New York Stock Exchange
1.208% Notes due June 4, 2026 BDX/26A New York Stock Exchange
1.213% Notes due February 12, 2036 BDX/36 New York Stock Exchange
0.000% Notes due August 13, 2023 BDX23B New York Stock Exchange
0.034% Notes due August 13, 2025 BDX25A 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 5.07.    Submission of Matters to a Vote of Security Holders.
BD held its 2022 Annual Shareholders Meeting (the “Annual Meeting”) on January 25, 2022. 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 230,465,761 1,606,896 252,487 18,411,812
Carrie L. Byington 231,639,118 443,577 242,448 18,411,812
R. Andrew Eckert 230,847,462 1,207,569 270,112 18,411,812
Claire M. Fraser 227,002,320 4,927,917 394,906 18,411,812
Jeffrey W. Henderson 222,769,408 9,293,449 262,287 18,411,812
Christopher Jones 218,911,119 11,143,607 2,270,418 18,411,812
Marshall O. Larsen 198,641,491 33,419,673 263,980 18,411,812
David F. Melcher 227,983,696 4,061,659 279,789 18,411,812
Thomas E. Polen 216,941,472 14,467,164 916,508 18,411,812
Claire Pomeroy 230,506,900 1,564,805 253,439 18,411,812
Timothy M. Ring 228,108,807 3,805,512 410,825 18,411,812
Bertram L. Scott 212,848,150 16,852,178 2,624,815 18,411,812
Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2022 was ratified by the shareholders by the votes set forth in the table below.
For   Against Abstain Broker Non-Votes
236,194,216   14,160,746   381,994 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
182,848,043   48,903,644   573,457   18,411,812
Proposal No. 4: The shareholder proposal regarding special shareholder meetings passed by the votes set forth in the table below.
For   Against Abstain   Broker Non-Votes
125,601,304   106,216,139   507,701   18,411,812














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 26, 2022