Becton Dickinson & Co 8-K, filed Jan 28, 2021
Becton Dickinson & Co (BDX)
8-K
2021-01-28
For: 2021-01-28
View Original
Added on
April 12, 2026
About this 8-K
Becton Dickinson & Co filed this 8-K on January 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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 28, 2021 (January 25, 2021)
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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 | ||||||||||||
| 0.174% Notes due June 4, 2021 | BDX/21 | 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 | ||||||||||||
| 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 5.02. 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.
BECTON, DICKINSON AND COMPANY
(Registrant)
| By: | /s/ Gary DeFazio | ||||
| Gary DeFazio | |||||
| Senior Vice President and Corporate Secretary | |||||
Date: January 28, 2021