Document


 
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 26, 2017 (January 24, 2017)
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 5.07.    Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders (“Annual Meeting”) of Becton, Dickinson and Company ("BD") was held on January 24, 2017. 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
 
163,427,313
 
3,398,490
 
237,961
 
20,625,146
Catherine M. Burzik
 
166,475,041
 
418,230
 
170,492
 
20,625,146
R. Andrew Eckert
 
166,553,596
 
301,903
 
208,264
 
20,625,146
Vincent A. Forlenza
 
160,069,933
 
6,206,409
 
782,553
 
20,625,146
Claire M. Fraser
 
165,333,111
 
1,571,329
 
159,323
 
20,625,146
Christopher Jones
 
166,230,213
 
617,424
 
216,126
 
20,625,146
Marshall O. Larsen
 
164,385,044
 
2,418,710
 
260,009
 
20,625,146
Gary A. Mecklenburg
 
162,039,692
 
4,752,195
 
271,876
 
20,625,146
James F. Orr
 
161,041,420
 
5,776,201
 
246,143
 
20,625,146
Willard J. Overlock, Jr.
 
162,492,151
 
4,363,464
 
208,149
 
20,625,146
Claire Pomeroy
 
166,396,383
 
506,731
 
160,648
 
20,625,146
Rebecca W. Rimel
 
165,893,737
 
1,008,144
 
161,882
 
20,625,146
Bertram L. Scott
 
163,074,370
 
3,771,876
 
217,517
 
20,625,146
Item No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2017 was ratified by the shareholders by the votes set forth in the table below.
For
 
Against
 
Abstain
184,999,354
 
2,427,102
 
262,454
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
156,839,709
 
9,569,755
 
654,300
 
20,625,146
Item No. 4: The shareholders approved, on an advisory, non-binding basis, annual advisory votes on named executive compensation by the votes set forth in the table below. Based on the results of this vote, BD will continue to hold advisory votes on named executive compensation on an annual basis.
One-Year
Frequency Vote
 
Two-Year
Frequency Vote
 
Three-Year
Frequency Vote
 
Abstain
 
Broker
Non-Votes
133,085,739
 
1,571,331
 
22,623,294
 
4,904,386
 
25,469,869

Item No. 5: 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
40,600,948
 
124,840,414
 
1,622,226
 
20,625,321





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 26, 2017