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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 151K
7: R1 Cover Page HTML 76K
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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. ☐
On
September 20, 2022, the Board of Directors amended the By-Laws of Becton, Dickinson and Company (the “Company”), as follows:
•Article II, Section 2.C. of the By-Laws, relating to special meetings, was amended to lower the threshold requirement for shareholders to request a special meeting from 25% to 15% of the voting power of the outstanding capital stock of the Company entitled to vote on the matter or matters to be brought before the proposed special meeting.
•Article II, Section 2.C. of the
By-Laws, relating to special meetings, was amended to clarify the notice requirements for business to be properly brought before a special meeting.
•Article II, Section 2.D. of the By-Laws, relating to advance notice of nominations and other business at annual shareholders meetings, was amended to update and clarify the notice and information requirements required to be provided to the Company with respect to any nominee for director, including pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
•The By-laws
were also amended to make certain non-substantive changes and updates.
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.
