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

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):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

          The 2011 Annual Meeting of Shareholders of Becton, Dickinson and Company (the “Company”) was held on February 1, 2011. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Item No. 1:		All of the Board of Directors’ nominees for director were elected to serve until the Company’s 2012 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee		For				Withheld				Broker Non-Votes
Basil L. Anderson			157,705,343				5,045,850				24,956,252
Henry P. Becton, Jr.			159,896,563				2,854,630				24,956,252
Edward F. DeGraan			157,818,968				4,938,225				24,956,252
Claire M. Fraser-Liggett			160,063,162				2,688,031				24,956,252
Christopher Jones			161,196,675				1,554,518				24,956,252
Marshall O. Larsen			155,343,044				7,408,149				24,956,252
Edward J. Ludwig			159,521,064				3,230,129				24,956,252
Adel A.F. Mahmoud			161,205,210				1,545,983				24,956,252
Gary A. Mecklenburg			161,286,812				1,464,381				24,956,252
Cathy E. Minehan			94,341,304				68,409,889				24,956,252
James F. Orr			157,206,953				5,544,240				24,956,252
Willard J. Overlock, Jr.			157,086,651				5,664,542				24,956,252
Bertram L. Scott			157,273,907				5,477,286				24,956,252
Alfred Sommer			158,108,192				4,643,001				24,956,252

Item No. 2:		The appointment of Ernst & Young as the Company’s independent registered public accounting firm for fiscal year 2011 was ratified by the shareholders, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
185,584,573		1,793,290		329,582		0

Item No. 3:		The shareholders approved, on an advisory, non-binding basis, the compensation of certain executive officers, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
154,030,582		6,996,888		1,723,598		24,956,377

Item No. 4:		The shareholders voted, on an advisory, non-binding basis, on how frequently advisory votes on executive compensation should be held as set forth in the table below:

One-Year		Two-Year		Three-Year
Frequency Vote		Frequency Vote		Frequency Vote		Abstain		Broker Non-Votes
124,724,590		4,336,910		19,221,188		5,178,073		34,246,684

Based on the results of this vote, the Company will implement an annual advisory vote on executive compensation.

Item No. 5:		The shareholders rejected a shareholder proposal requesting the Board of Directors to take the steps necessary to allow holders of 10% of the voting power of the Company’s outstanding capital stock to call a special meeting of shareholders, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
80,254,187		81,691,753		805,253		24,956,252

Item No. 6:		The shareholders rejected a shareholder proposal requesting the Board of Directors to take the steps necessary to provide for cumulative voting in the election of directors, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
59,339,952		102,588,351		822,890		24,956,252

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.

Date: February 7, 2011