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Quotes & Info
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| BDX > SEC Filings for BDX > Form 8-K on 30-Jan-2013 | All Recent SEC Filings |
30-Jan-2013
Change in Directors or Principal Officers, Submission of Matters to a Vote
On January 28, 2013, Catherine M. Burzik was elected to the Board of Directors of Becton, Dickinson and Company ("BD"), and was appointed a member of each of the Audit Committee and the Science, Investment and Technology Committee of the Board. Information regarding the compensation of the non-management members of BD's Board of Directors is included under the caption "Non-Management Directors' Compensation" in BD's proxy statement relating to its 2013 Annual Meeting of Shareholders (the "Proxy Statement").
At BD's 2013 Annual Meeting of Shareholders held on January 29, 2013, BD's shareholders approved amendments to BD's 2004 Employee and Director Equity-Based Incentive Plan (the "Plan") to i) increase the number of shares available for awards under the Plan by 7,000,000 shares, and ii) extend the term of the Plan to January 29, 2023. A description of the terms of the Plan as so amended is contained under the caption "Proposal 5. Amendments to the 2004 Employee and Director Equity-Based Compensation Plan" in the Proxy Statement. A copy of the Plan, as so amended, is attached hereto as Exhibit 10.
The 2013 Annual Meeting of Shareholders ("Annual Meeting") of Becton, Dickinson and Company ("BD") was held on January 29, 2013. 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:
Broker
Nominee For Against Abstain Non-Votes
Basil L. Anderson 137,070,607 2,833,320 354,570 21,441,705
Henry P. Becton, Jr. 138,187,042 1,813,738 257,682 21,441,705
Catherine M. Burzik 139,392,944 538,478 327,040 21,441,705
Edward F. DeGraan 137,235,129 2,657,866 365,467 21,441,705
Vincent A. Forlenza 135,223,237 3,866,599 1,165,687 21,441,705
Claire M. Fraser-Liggett 139,048,477 892,291 317,657 21,441,705
Christopher Jones 139,329,496 570,534 358,467 21,441,705
Marshall O. Larsen 137,044,258 2,873,963 340,276 21,441,705
Adel A.F. Mahmoud 138,996,990 927,004 334,503 21,441,705
Gary A. Mecklenburg 139,261,687 671,746 325,064 21,441,705
James F. Orr 136,947,599 2,977,002 333,896 21,441,705
Willard J. Overlock, Jr. 136,842,117 3,075,353 341,027 21,441,705
Rebecca W. Rimel 139,062,268 877,171 319,058 21,441,705
Bertram L. Scott 136,968,902 2,969,875 319,685 21,441,705
Alfred Sommer 138,982,740 984,415 291,342 21,441,705
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Item No. 2: The appointment of Ernst & Young as the BD's independent registered
public accounting firm for fiscal year 2013 was ratified by the shareholders by
the votes set forth in the table below:
For Against Abstain 160,367,971 990,625 341,606
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:
Broker
For Against Abstain Non-Votes
131,122,755 7,474,108 1,661,634 21,441,705
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Item No. 4: The shareholders approved an amendment to BD's Restated Certificate
of Incorporation by the votes set forth in the table below:
Broker
For Against Abstain Non-Votes
135,572,989 4,193,848 491,660 21,441,705
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Item No. 5: The shareholders approved amendments to BD's 2004 Employee and
Director Equity-Based Incentive Plan by the votes set forth in the table below:
Broker
For Against Abstain Non-Votes
123,086,818 16,189,241 982,438 21,441,705
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Exhibit 10 - 2004 Employee and Director Equity-Based Incentive Plan, as amended as of January 29, 2013.
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