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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) March 28, 2022

 

 

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
1.000% Notes due December 15, 2022   BDX22A   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.

On March 28, 2022, Alberto Mas, Executive Vice President and President of the Medical segment of BD informed BD of his intention to retire, effective at the end of BD’s fiscal year on September 30, 2022. BD intends to name a successor to Mr. Mas prior to his retirement date. To support a successful succession process, Mr. Mas will be paid a one-time cash retention award of $300,000, contingent upon his continuing active employment through September 30, 2022.

Item 7.01. Other Events.

On March 31, 2022, BD issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1    Press release dated March 31, 2022, which is furnished pursuant to Item 7.01.
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)

Date: March 31, 2022   By:  

/s/ Gary DeFazio

    Gary DeFazio
    Senior Vice President and Corporate Secretary