8-K
Becton Dickinson & Co (BDX)
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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) March 28, 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<br>File Number) | (IRS Employer<br>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<br>Symbol | Name of each exchange<br>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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2022, Alberto Mas, Executive Vice President and President of the Medical segment of BD informed BD of his intention to retire, effective at the end of BD’s fiscal year on September 30, 2022. BD intends to name a successor to Mr. Mas prior to his retirement date. To support a successful succession process, Mr. Mas will be paid a one-time cash retention award of $300,000, contingent upon his continuing active employment through September 30, 2022.
Item 7.01. Other Events.
On March 31, 2022, 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 March 31, 2022, 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<br> <br>(Registrant) | ||
|---|---|---|
| Date: March 31, 2022 | By: | /s/ Gary DeFazio |
| Gary DeFazio | ||
| Senior Vice President and Corporate Secretary |
EX-99.1
Exhibit 99.1
| NEWS RELEASE |
|---|
FOR IMMEDIATE RELEASE
Alberto Mas Announces Intent to Retire from BD at End of Fiscal Year
FRANKLIN LAKES, N.J. (March 31, 2022) — BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, announced today that Alberto Mas has informed the company of his intent to retire from BD, effective at the end of the company’s fiscal year on Sept. 30, 2022.
Mas, 60, is currently executive vice president and president of the Medical segment for BD, a position he has held since May 2018. Prior to his current role, Mas was president of the Life Sciences Segment for BD from 2016-2018. Over his nearly 30-year career at BD, Mas has held numerous executive leadership positions including president of multiple major business units for the company in Diagnostic Systems, Biosciences and Medical Surgical Systems (now known as Medication Delivery Solutions).
“Throughout his BD career, Alberto has demonstrated superb strategic ability, talent development, global perspective and an unwavering drive to deliver results in the right way,” said Tom Polen, chairman, CEO and president of BD. “I want to express BD’s sincere gratitude to Alberto for his countless contributions to BD, health care providers and patients around the world, and we will miss his discipline, commitment to innovation and focus on execution. We wish him all the best in his well deserved retirement.”
BD intends to name a successor to Mas prior to his retirement date.
“When you spend three decades at a company, it becomes more than a job or a career — it becomes a second family,” Mas said. “When I reflect on my BD career, I am inspired to see the transformation of the company over the past three decades to fulfill our purpose of advancing the world of health for patients around the globe. I am honored to have been a part of a team that has grown this company into one of the most essential medical technology companies in the world, and I look forward to watching my colleagues continue this legacy of growth and impact.”
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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 75,000 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.
Contacts:
| Media: | Investors: |
|---|---|
| Troy Kirkpatrick | Francesca DeMartino |
| VP, Public Relations | SVP, Head of Investor Relations |
| 858.617.2361 | 201.847.5743 |
| troy.kirkpatrick@bd.com | francesca.demartino@bd.com |