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(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual
Meeting of Shareholders (the "2023 Annual Meeting") of Becton, Dickinson and Company ("BD") held on January 24, 2023, BD's shareholders approved amendments to BD's 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to 1) extend the term of the 2004 Plan to January 25, 2033, and 2) increase the number of shares available for awards under the 2004 Plan by 5,700,000 shares. A description of the terms of the 2004 Plan, as so amended, is contained under the caption "Proposal 5. Approval of amendments to 2004 employee and director equity-based compensation plan" in BD's proxy statement relating to the 2023 Annual Meeting. A copy of the 2004 Plan, as so amended, is attached hereto as Exhibit 10.1.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
BD held its 2023 Annual Meeting on January 24, 2023. The final voting results for each of the matters submitted to a vote of shareholders at the 2023 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
William M. Brown
231,266,174
3,732,582
435,793
19,064,140
Catherine
M. Burzik
226,247,622
8,793,868
393,059
19,064,140
Carrie L. Byington
233,853,824
1,205,243
375,482
19,064,140
R.
Andrew Eckert
288,009,373
7,038,975
386,201
19,064,140
Claire M. Fraser
228,082,136
6,977,871
374,542
19,064,140
Jeffrey
W. Henderson
204,907,982
30,146,660
379,907
19,064,140
Christopher Jones
210,662,735
21,434,178
3,337,637
19,064,140
Marshall
O. Larsen
217,138,495
17,830,923
465,130
19,064,140
Thomas E. Polen
218,270,252
16,259,226
905,071
19,064,140
Timothy
M. Ring
233,807,493
1,190,693
436,364
19,064,140
Bertram L. Scott
206,532,753
28,475,873
425,923
19,064,140
Proposal No. 2:The
appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2023 was ratified by the shareholders by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
239,584,526
14,329,206
584,958
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
218,048,059
16,612,567
773,923
19,064,140
Proposal No. 4: The shareholders
approved, on an advisory, non-binding basis, annual advisory votes on named executive officer compensation by the votes set forth in the table below. Based on the results of this vote, BD will continue to hold advisory votes on named executive officer compensation on an annual basis.
1 year
2 year
3 years
Abstain
Broker Non-Votes
231,053,264
278,766
3,433,041
669,466
19,064,140
Proposal
No. 5: The shareholders approved amendments to BD's 2004 Employee and Directors Equity Plan by the votes set forth in the table below.
For
Against
Abstain
Broker Non-Votes
224,624,696
9,756,367
1,053,486
19,064,140
Proposal
No. 6: The shareholder proposal to require prior shareholder approval of certain termination payments passed by the votes set forth in the table below.
For
Against
Abstain
Broker
Non-Votes
144,610,991
89,930,640
892,919
19,064,140
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.1 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated
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.
