bdx-20230919

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):


☐			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))

Title of Each Class

Trading Symbol

Name of each exchange on

which registered

Common stock, par value $1.00

BDX

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

3.020% Notes due May 24, 2025

BDX25

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

0.034% 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. ☐

On September 19, 2023, the Board of Directors of Becton, Dickinson and Company (the “Company”) amended Article II, Section 2.D. of the By-laws (the “By-laws”) of the Company to update certain procedural and disclosure requirements relating to the advance notice of nominations and other business at an annual meeting of shareholders. Among other revisions, the amended By-laws:

a.Enhance the disclosure requirements in connection with director nominations by shareholders to include additional information regarding the shareholder making the director nomination(s), the director nominee(s), and their affiliates;

b.Clarify that shareholders submitting a proposal or director nomination for vote at an annual meeting must maintain their ownership through the date of the meeting; and

c.Require shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Company’s Board of Directors.

In addition, the By-laws were amended to include updates to provisions related to quorum, the conduct of shareholder meetings and other matters, and to make certain conforming and clarifying revisions.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended as of September 19, 2023, which is filed hereto as Exhibit 3.1 and incorporated by reference.

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.


By:			/s/ Gary DeFazio
			Gary DeFazio
			Senior Vice President and Corporate Secretary


☐			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)