(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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon stock, par value $1.00
iBDX
iNew
York Stock Exchange
iDepositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B
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
i☐
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 2022 Annual Shareholders Meeting (the “Annual Meeting”) on January 25, 2022. The final voting results for
each of the matters submitted to a vote of shareholders at the 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
Catherine M. Burzik
230,465,761
1,606,896
252,487
18,411,812
Carrie L. Byington
231,639,118
443,577
242,448
18,411,812
R.
Andrew Eckert
230,847,462
1,207,569
270,112
18,411,812
Claire M. Fraser
227,002,320
4,927,917
394,906
18,411,812
Jeffrey W. Henderson
222,769,408
9,293,449
262,287
18,411,812
Christopher
Jones
218,911,119
11,143,607
2,270,418
18,411,812
Marshall O. Larsen
198,641,491
33,419,673
263,980
18,411,812
David F. Melcher
227,983,696
4,061,659
279,789
18,411,812
Thomas
E. Polen
216,941,472
14,467,164
916,508
18,411,812
Claire Pomeroy
230,506,900
1,564,805
253,439
18,411,812
Timothy M. Ring
228,108,807
3,805,512
410,825
18,411,812
Bertram
L. Scott
212,848,150
16,852,178
2,624,815
18,411,812
Proposal No. 2:The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2022 was ratified by the shareholders by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
236,194,216
14,160,746
381,994
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
182,848,043
48,903,644
573,457
18,411,812
Proposal No. 4: The shareholder proposal regarding special shareholder meetings passed by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
125,601,304
106,216,139
507,701
18,411,812
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.