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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) December 30, 2022
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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 |
| 1.900% 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2022, Samrat S. Khichi, Executive Vice President, Corporate Development, Public Policy, Regulatory Affairs and General Counsel, informed BD of his intent to depart BD for a new opportunity, effective February 3, 2023.
Item 7.01. Regulation FD Disclosure.
On January 6, 2023, BD issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release dated January 6, 2023, which is furnished pursuant to Item 7.01. 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.
BECTON, DICKINSON AND COMPANY
(Registrant)
| | | | | |
| By: | /s/ Gary DeFazio |
| | Gary DeFazio |
| | Senior Vice President and Corporate Secretary |
Date: January 6, 2023
NEWS RELEASE
Michelle Quinn Named Acting General Counsel for BD
FRANKLIN LAKES, N.J. (Jan. 6, 2023) – BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, announced today that Michelle Quinn has been named acting general counsel of BD, succeeding Samrat (Sam) Khichi, who has informed the company of his intent to depart BD for a new opportunity, effective Feb. 3, 2023.
Michelle Quinn, 54, will be responsible for leading the Law Group at BD. She will report to Tom Polen, chairman, CEO and president of BD and become a member of the BD Executive Leadership Team.
Quinn joined BD in 2019 and currently serves as senior vice president, deputy general counsel, and chief ethics and compliance officer. Before joining BD, she was vice president and general counsel of North America for Sandoz Inc., a division of Novartis, and prior to that served as vice president and associate general counsel at Catalent Pharma Solutions. Quinn holds a Juris Doctor degree from Villanova University and a Bachelor of Arts in Political Science from Colgate University.
As part of the leadership transition, BD also announced that effective February 3, Ami Simunovich, executive vice president, Chief Regulatory Officer and Public Affairs, will report directly to Polen and Public Affairs will report to Simunovich. In addition, Corporate Development will report to Chris DelOrefice, executive vice president and chief financial officer, bringing a closer alignment between Corporate Development and Corporate Strategy.
“Michelle brings more than two decades as a corporate leader and strategic business advisor, and in the four years since joining BD she has significantly elevated our legal, ethics and compliance practices,” Polen said. “I’m confident that under her leadership, she will help us advance our BD 2025 strategy as we continue to operate as the more agile and innovative MedTech leader we are today. I also want to thank Sam for his significant contributions and his instrumental role in helping shape BD 2025, setting us on the path that is transforming the future of BD. He has made an enormous mark at the company developing and leading teams that have been paramount in driving business-critical work, helping shift our portfolio into transformative spaces and advancing our culture for operating as a best-in-class organization.”
Khichi, 55, is currently general counsel and executive vice president, Corporate Development, Public Affairs and Regulatory Affairs, which he has served as since 2017, when he joined BD through the acquisition of C. R. Bard. Prior to joining BD, Khichi was senior vice president, general counsel and secretary at C. R. Bard. Prior to Bard, he served as senior vice president, chief administrative officer and general counsel for Catalent Pharma Solutions.
“It’s been an honor and privilege to work alongside the dynamic leaders at BD, a transformative CEO and an exemplary Board of Directors over the last five years,” Khichi said. “We accomplished a lot together, and it’s just the beginning of the exciting future ahead for BD. Under Tom’s leadership, there is no doubt
in my mind that BD will continue to set the standard in MedTech and deliver strong results as the company continues to execute on its BD 2025 strategy. I’m proud to have worked for an organization that continues to positively impact patients around the world.”
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About BD
BD is one of the largest global medical technology companies in the world and is advancing the world of health by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers. BD and its 77,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians' care delivery process, enable laboratory scientists to accurately detect disease and advance researchers' capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiencies, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/ and Twitter @BDandCo.
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