Becton Dickinson and : Submission of Matters to a Vote of Security Holders - Form 8-K
January 26, 2022 at 02:47 pm
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bdx-20220125
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) January 25, 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 5.07. 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.
BECTON, DICKINSON AND COMPANY
(Registrant)
By:
/s/ Gary DeFazio
Gary DeFazio
Senior Vice President and Corporate Secretary
Date: January 26, 2022
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BD - Becton, Dickinson and Company published this content on 26 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 January 2022 19:46:23 UTC.
Becton, Dickinson and Company specializes in the development, manufacturing and marketing of medical and diagnostic equipment and materials. Net sales break down by family of products as follows:
- medical equipment (73.5%): surgical instruments, urological care products, pharmaceutical systems, etc.;
- diagnostic materials (18.7%): automated systems for blood testing, mycobacteria detection, and molecular biology, medical biology devices, etc.;
- clinical research and development tools (7.8%): tools for discovering drugs and vaccines, studying genes, culturing cells, and manipulating liquids, instruments for sorting and analyzing cells, monoclonal antibodies, etc.
Net sales are distributed geographically as follows: the United States (57.4%), Europe/Middle East/Africa (21.9%), Asia (15%) and other (5.7%).