8-K


 
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 29, 2016 (January 26, 2016)
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))








Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At BD’s 2016 Annual Meeting of Shareholders (the "Annual Meeting") held on January 26, 2016, BD’s shareholders approved an amendment to BD’s 2004 Employee and Director Equity-Based Compensation Plan (the “Plan”) to increase the number of shares available for awards under the Plan by 6,000,000 shares. A description of the terms of the Plan as so amended is contained under the caption “Proposal 4. Approval of Amendment to the 2004 Employee and Director Equity-Based Compensation Plan” in BD's proxy statement relating to the Annual Meeting. A copy of the Plan, as so amended, is attached hereto as Exhibit 10.


Item 5.07.    Submission of Matters to a Vote of Security Holders.
BD’s 2016 Annual Meeting of Shareholders (“Annual Meeting”) was held on January 26, 2016. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Item 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
Basil L. Anderson
 
162,437,750
 
3,307,082
 
651,483
 
20,041,477
Catherine M. Burzik
 
165,026,516
 
747,452
 
622,346
 
20,041,477
Vincent A. Forlenza
 
161,103,682
 
3,684,050
 
1,608,573
 
20,041,477
Claire M. Fraser
 
165,082,055
 
691,927
 
622,332
 
20,041,477
Christopher Jones
 
165,080,523
 
634,627
 
681,155
 
20,041,477
Marshall O. Larsen
 
163,384,834
 
2,374,869
 
636,611
 
20,041,477
Gary A. Mecklenburg
 
162,186,428
 
3,560,581
 
649,305
 
20,041,477
James F. Orr
 
162,961,566
 
2,797,986
 
636,763
 
20,041,477
Willard J. Overlock, Jr.
 
163,425,472
 
2,324,080
 
646,753
 
20,041,477
Claire Pomeroy
 
165,199,102
 
569,876
 
627,336
 
20,041,477
Rebecca W. Rimel
 
164,800,162
 
954,907
 
641,236
 
20,041,477
Bertram L. Scott
 
162,805,409
 
2,942,949
 
647,957
 
20,041,477
Item No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2016 was ratified by the shareholders by the votes set forth in the table below:
For
 
Against
 
Abstain
183,277,121
 
2,402,550
 
758,111
Item 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
157,264,172
 
7,757,137
 
1,374,997
 
20,041,477

Item No. 4: The shareholders approved an amendment to BD's 2004 Employee and Director Equity-Based Incentive Plan by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
151,951,519
 
13,260,270
 
1,184,525
 
20,041,477
Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits




Exhibit No.
 
Description
10
 
2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of January 26, 2016

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 29, 2016