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BDX > SEC Filings for BDX > Form 8-K on 25-Jul-2013All Recent SEC Filings

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Form 8-K for BECTON DICKINSON & CO


25-Jul-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. o


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

On July 23, 2013, the Becton, Dickinson and Company ("BD") Deferred Compensation and Benefit Restoration Plan (the "Plan") was amended to (i) eliminate minimum salary deferrals, (ii) clarify provisions regarding the deferral of annual incentive payments, (iii) change the minimum deferral requirements for deferrals of equity-based compensation awards from a minimum number of units to a minimum percentage of the awards, (iv) make certain design changes regarding matching credits under the Plan, (v) change the Plan provisions relating to in-service distributions, (vi) clarify Plan provisions relating to the restoration benefits of foreign associates who permanently re-locate to the U.S., and (vii) give the Plan Administrative Committee, the administrative committee under the Plan, the authority to adopt amendments to the Plan that do not materially increase BD's costs of providing benefits or materially affect participant benefits. A copy of the Plan as amended as of July 23, 2013 is filed as Exhibit 10.1 to this report.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 23, 2013, BD's By-Laws were amended to (i) clarify that the indemnification provisions contained in the By-Laws include mandatory advancement of expenses for BD's directors and officers, and establish a process for the review of indemnification claims, (ii) reflect the change in name of the Science, Innovation and Technology Committee to the Science, Marketing, Innovation and Technology Committee, (iii) restrict the ability of committees of the Board to repeal or alter resolutions adopted by the Board, and (iv) make certain clarifying and other minor changes. A copy of BD's By-Laws as amended as of July 23, 2013 is filed as Exhibit 3.1 to this report.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 By-laws, as amended as of July 23, 2013

10.1 Deferred Compensation and Benefit Restoration Plan, as amended as of July 23, 2013


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