Form: 8-K

Current report filing

January 30, 2023

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) January 24, 2023
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
1.900% 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting") of Becton, Dickinson and Company ("BD") held on January 24, 2023, BD's shareholders approved amendments to BD's 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to 1) extend the term of the 2004 Plan to January 25, 2033, and 2) increase the number of shares available for awards under the 2004 Plan by 5,700,000 shares. A description of the terms of the 2004 Plan, as so amended, is contained under the caption "Proposal 5. Approval of amendments to 2004 employee and director equity-based compensation plan" in BD's proxy statement relating to the 2023 Annual Meeting. A copy of the 2004 Plan, as so amended, is attached hereto as Exhibit 10.1.



Item 5.07.    Submission of Matters to a Vote of Security Holders.

BD held its 2023 Annual Meeting on January 24, 2023. The final voting results for each of the matters submitted to a vote of shareholders at the 2023 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
William M. Brown 231,266,174  3,732,582  435,793  19,064,140 
Catherine M. Burzik 226,247,622  8,793,868  393,059  19,064,140 
Carrie L. Byington 233,853,824  1,205,243  375,482  19,064,140 
R. Andrew Eckert 288,009,373  7,038,975  386,201  19,064,140 
Claire M. Fraser 228,082,136  6,977,871  374,542  19,064,140 
Jeffrey W. Henderson 204,907,982  30,146,660  379,907  19,064,140 
Christopher Jones 210,662,735  21,434,178  3,337,637  19,064,140 
Marshall O. Larsen 217,138,495  17,830,923  465,130  19,064,140 
Thomas E. Polen 218,270,252  16,259,226  905,071  19,064,140 
Timothy M. Ring 233,807,493  1,190,693  436,364  19,064,140 
Bertram L. Scott 206,532,753  28,475,873  425,923  19,064,140 


Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2023 was ratified by the shareholders by the votes set forth in the table below.
For   Against Abstain Broker Non-Votes
239,584,526   14,329,206   584,958 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
218,048,059   16,612,567   773,923   19,064,140





Proposal No. 4: The shareholders approved, on an advisory, non-binding basis, annual advisory votes on named executive officer compensation by the votes set forth in the table below. Based on the results of this vote, BD will continue to hold advisory votes on named executive officer compensation on an annual basis.

1 year 2 year 3 years Abstain Broker Non-Votes
231,053,264 278,766 3,433,041 669,466 19,064,140
Proposal No. 5: The shareholders approved amendments to BD's 2004 Employee and Directors Equity Plan by the votes set forth in the table below.

For Against Abstain Broker Non-Votes
224,624,696 9,756,367 1,053,486 19,064,140

Proposal No. 6: The shareholder proposal to require prior shareholder approval of certain termination payments passed by the votes set forth in the table below.
For   Against Abstain   Broker Non-Votes
144,610,991   89,930,640   892,919   19,064,140









ITEM  9.01    FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1    2004 Employee and Director Equity-Based Compensation Plan, as amended and restated
as of January 24, 2023
Exhibit 104    Cover Page Interactive Data File (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: January 30, 2023