8-K: Current report filing
Published on January 30, 2014
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, 2014
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
(Registrants 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2014, the Board of Directors of Becton, Dickinson and Company (BD) elected Joseph Mercurio, age 50, as Vice President and Corporate Controller. Mr. Mercurio will serve as BDs principal accounting officer. Christopher R. Reidy, BDs Chief Financial Officer and Executive Vice President of Administration, was serving as BDs principal accounting officer in addition to his role as BDs principal financial officer. Mr. Mercurio previously served as Worldwide Controller of BDs Medical Surgical Systems business unit from January 2007 through December 2011, as Assistant Controller of BDs Medical segment from January 2012 through August 2012, and most recently as Worldwide Controller of BDs Diabetes Care business unit.
Item 5.07. Submission of Matters to a Vote of Security Holders.
BDs 2014 Annual Meeting of Shareholders (Annual Meeting) was held on January 28, 2014. 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 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 |
||||||||||||
Basil L. Anderson |
147,324,181 | 660,875 | 432,962 | 19,545,481 | ||||||||||||
Henry P. Becton, Jr. |
146,488,051 | 1,570,733 | 359,472 | 19,545,481 | ||||||||||||
Catherine M. Burzik |
147,656,469 | 338,741 | 423,046 | 19,545,481 | ||||||||||||
Edward F. DeGraan |
146,816,247 | 1,182,388 | 419,621 | 19,545,481 | ||||||||||||
Vincent A. Forlenza |
144,314,055 | 3,381,201 | 723,000 | 19,545,481 | ||||||||||||
Claire M. Fraser |
147,489,521 | 524,159 | 404,576 | 19,545,481 | ||||||||||||
Christopher Jones |
147,570,485 | 432,474 | 415,297 | 19,545,481 | ||||||||||||
Marshall O. Larsen |
147,397,298 | 614,163 | 406,795 | 19,545,481 | ||||||||||||
Gary A. Mecklenburg |
147,572,413 | 439,973 | 405,870 | 19,545,481 | ||||||||||||
James F. Orr |
146,789,081 | 1,170,828 | 458,347 | 19,545,481 | ||||||||||||
Willard J. Overlock, Jr. |
146,761,684 | 1,233,923 | 422,649 | 19,545,481 | ||||||||||||
Rebecca W. Rimel |
147,363,881 | 613,834 | 440,541 | 19,545,481 | ||||||||||||
Bertram L. Scott |
146,335,694 | 1,610,565 | 471,997 | 19,545,481 | ||||||||||||
Alfred Sommer |
146,592,390 | 1,379,576 | 446,289 | 19,545,481 |
Item No. 2: The appointment of Ernst & Young as BDs independent registered public accounting firm for fiscal year 2014 was ratified by the shareholders by the votes set forth in the table below:
For |
Against |
Abstain |
||
165,746,047 | 1,717,239 | 500,451 |
Item No. 3: The shareholders approved, on an advisory, non-binding basis, the compensation of BDs named executive officers by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
|||
143,506,728 | 3,290,687 | 1,620,841 | 19,545,481 |
Item No. 4: The shareholders approved the material terms of performance goals under BDs 2004 Employee and Director Equity-Based Compensation Plan by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
|||
138,859,520 | 8,935,602 | 623,134 | 19,545,481 |
Item No. 5: The shareholders approved the material terms of performance goals under BDs Performance Incentive Plan by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
|||
144,457,179 | 3,281,792 | 679,285 | 19,545,481 |
Item No. 6: The shareholders rejected a shareholder proposal requesting the Board of Directors to take the steps necessary to adopt a policy providing for an independent Board Chair by the votes set forth in the table below:
For |
Against |
Abstain |
Broker Non-Votes |
|||
44,005,091 |
103,174,825 | 1,238,310 | 19,545,481 |
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 | ||
Vice President and Corporate Secretary |
Date: January 30, 2014