(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
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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January
25, 2021, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Thomas E. Polen, BD’s CEO and President, to the additional position of Chairman of the Board, effective April 28, 2021. Mr. Polen will succeed Vincent A. Forlenza as Chairman of the Board, and Mr. Forlenza will retire from BD upon the effectiveness of Mr. Polen’s election.
Item 5.07. Submission of Matters to a Vote of Security Holders.
BD held its 2021 Annual Shareholders Meeting (the “Annual Meeting”) on January 26, 2021. 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
230,925,832
1,274,626
298,441
20,729,516
R. Andrew Eckert
231,562,940
564,485
371,474
20,729,516
Vincent
A. Forlenza
224,670,269
7,265,644
562,986
20,729,516
Claire M. Fraser
227,025,676
5,183,952
289,271
20,729,516
Jeffrey W. Henderson
225,097,986
7,087,757
313,156
20,729,516
Christopher
Jones
223,638,212
8,522,565
338,122
20,729,516
Marshall O. Larsen
218,677,502
13,505,166
316,231
20,729,516
David F. Melcher
228,998,499
3,186,501
313,899
20,729,516
Thomas
E. Polen
229,677,626
2,540,513
280,760
20,729,516
Claire Pomeroy
230,905,743
1,282,835
310,321
20,729,516
Rebecca W. Rimel
231,742,442
456,092
300,365
20,729,516
Timothy
M. Ring
229,147,490
3,024,412
326,997
20,729,516
Bertram L. Scott
216,006,529
14,585,849
1,906,511
20,729,516
Proposal No. 2:The
appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2021 was ratified by the shareholders by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
241,099,677
11,700,095
428,643
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
155,094,897
76,265,280
1,138,722
20,729,516
Proposal No. 4: The shareholder proposal regarding special shareholder meetings failed to pass by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
104,948,857
124,151,427
3,398,615
20,729,516
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.
