Form: 8-K

Current report filing

January 31, 2025

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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 28, 2025
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
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
3.519% Notes due February 8, 2031 BDX31 New York Stock Exchange
3.828% Notes due June 7, 2032 BDX32A 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 2025 Annual Meeting on January 28, 2025. The final voting results for each of the matters submitted to a vote of shareholders at the 2025 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 229,666,746 4,701,855 364,721 21,170,297
Catherine M. Burzik 222,460,121 7,797,905 4,475,296 21,170,297
Carrie L. Byington 233,523,789 852,341 357,193 21,170,297
R. Andrew Eckert 212,988,078 21,443,621 301,623 21,170,297
Claire M. Fraser 223,419,291 11,060,117 253,914 21,170,297
Jeffrey W. Henderson 213,692,268 20,691,456 349,598 21,170,297
Christopher Jones 219,391,801 15,072,728 268,792 21,170,297
Thomas E. Polen 214,682,478 18,775,493 1,275,352 21,170,297
Timothy M. Ring 233,071,138 1,320,264 341,919 21,170,297
Bertram L. Scott 222,906,992 11,548,073 278,257 21,170,297
Joanne Waldstreicher 231,633,856 2,805,606 293,860 21,170,297



Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2025 was ratified by the shareholders by the votes set forth in the table below.
For   Against Abstain Broker Non-Votes
235,180,130   20,249,859   473,629 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
208,413,830   25,696,707   622,784   21,170,297






ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.
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/ Stephanie M. Kelly
  Stephanie M. Kelly
  Associate General Counsel, Securities and Governance and Assistant Secretary
Date: January 31, 2025