BECTON, DICKINSON AND COMPANY Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting") ofBecton, Dickinson and Company ("BD") held onJanuary 24, 2023 , BD's shareholders approved amendments to BD's 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to 1) extend the term of the 2004 Plan toJanuary 25, 2033 , and 2) increase the number of shares available for awards under the 2004 Plan by 5,700,000 shares. A description of the terms of the 2004 Plan, as so amended, is contained under the caption "Proposal 5. Approval of amendments to 2004 employee and director equity-based compensation plan" in BD's proxy statement relating to the 2023 Annual Meeting. A copy of the 2004 Plan, as so amended, is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
BD held its 2023 Annual Meeting onJanuary 24, 2023 . The final voting results for each of the matters submitted to a vote of shareholders at the 2023 Annual Meeting are as follows:
Proposal 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
William M. Brown 231,266,174 3,732,582 435,793 19,064,140
Catherine M. Burzik 226,247,622 8,793,868 393,059 19,064,140
Carrie L. Byington 233,853,824 1,205,243 375,482 19,064,140
R. Andrew Eckert 288,009,373 7,038,975 386,201 19,064,140
Claire M. Fraser 228,082,136 6,977,871 374,542 19,064,140
Jeffrey W. Henderson 204,907,982 30,146,660 379,907 19,064,140
Christopher Jones 210,662,735 21,434,178 3,337,637 19,064,140
Marshall O. Larsen 217,138,495 17,830,923 465,130 19,064,140
Thomas E. Polen 218,270,252 16,259,226 905,071 19,064,140
Timothy M. Ring 233,807,493 1,190,693 436,364 19,064,140
Bertram L. Scott 206,532,753 28,475,873 425,923 19,064,140
Proposal No. 2: The appointment of Ernst & Young as BD's independent registered
public accounting firm for fiscal year 2023 was ratified by the shareholders by
the votes set forth in the table below.
For Against Abstain Broker Non-Votes
239,584,526 14,329,206 584,958 N/A
Proposal 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
218,048,059 16,612,567 773,923 19,064,140
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Proposal No. 4: The shareholders approved, on an advisory, non-binding basis,
annual advisory votes on named executive officer 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 officer compensation on an annual basis.
1 year 2 year 3 years Abstain Broker Non-Votes
231,053,264 278,766 3,433,041 669,466 19,064,140
Proposal No. 5: The shareholders approved amendments to BD's 2004 Employee and Directors Equity Plan by the votes set forth in the table below.
For Against Abstain Broker Non-Votes
224,624,696 9,756,367 1,053,486 19,064,140
Proposal No. 6: The shareholder proposal to require prior shareholder approval
of certain termination payments passed by the votes set forth in the table
below.
For Against Abstain Broker Non-Votes
144,610,991 89,930,640 892,919 19,064,140
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10 .1 2004 Employee and Director Equity-Based Compensation
Plan, as amended and restated
as of January 24, 2023 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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