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, 2014

 

 

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))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2014, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Joseph Mercurio, age 50, as Vice President and Corporate Controller. Mr. Mercurio will serve as BD’s principal accounting officer. Christopher R. Reidy, BD’s Chief Financial Officer and Executive Vice President of Administration, was serving as BD’s principal accounting officer in addition to his role as BD’s principal financial officer. Mr. Mercurio previously served as Worldwide Controller of BD’s Medical Surgical Systems business unit from January 2007 through December 2011, as Assistant Controller of BD’s Medical segment from January 2012 through August 2012, and most recently as Worldwide Controller of BD’s Diabetes Care business unit.

Item 5.07. Submission of Matters to a Vote of Security Holders.

BD’s 2014 Annual Meeting of Shareholders (“Annual Meeting”) was held on January 28, 2014. 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			147,324,181				660,875				432,962				19,545,481
Henry P. Becton, Jr.			146,488,051				1,570,733				359,472				19,545,481
Catherine M. Burzik			147,656,469				338,741				423,046				19,545,481
Edward F. DeGraan			146,816,247				1,182,388				419,621				19,545,481
Vincent A. Forlenza			144,314,055				3,381,201				723,000				19,545,481
Claire M. Fraser			147,489,521				524,159				404,576				19,545,481
Christopher Jones			147,570,485				432,474				415,297				19,545,481
Marshall O. Larsen			147,397,298				614,163				406,795				19,545,481
Gary A. Mecklenburg			147,572,413				439,973				405,870				19,545,481
James F. Orr			146,789,081				1,170,828				458,347				19,545,481
Willard J. Overlock, Jr.			146,761,684				1,233,923				422,649				19,545,481
Rebecca W. Rimel			147,363,881				613,834				440,541				19,545,481
Bertram L. Scott			146,335,694				1,610,565				471,997				19,545,481
Alfred Sommer			146,592,390				1,379,576				446,289				19,545,481

Item No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2014 was ratified by the shareholders by the votes set forth in the table below:

 

For		Against		Abstain
165,746,047		1,717,239		500,451

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
143,506,728		3,290,687		1,620,841		19,545,481

Item No. 4: The shareholders approved the material terms of performance goals under BD’s 2004 Employee and Director Equity-Based Compensation Plan by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes
138,859,520		8,935,602		623,134		19,545,481

Item No. 5: The shareholders approved the material terms of performance goals under BD’s Performance Incentive Plan by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes
144,457,179		3,281,792		679,285		19,545,481

Item No. 6: The shareholders rejected a shareholder proposal requesting the Board of Directors to take the steps necessary to adopt a policy providing for an independent Board Chair by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes
44,005,091		103,174,825		1,238,310		19,545,481

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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.

 

Date: January 30, 2014