bdx-20250128

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, 2025

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on

which registered

Common stock, par value $1.00

BDX

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

3.020% Notes due May 24, 2025

BDX25

New York Stock Exchange

1.208% Notes due June 4, 2026

BDX/26A

New York Stock Exchange

1.213% Notes due February 12, 2036

BDX/36

New York Stock Exchange

0.034% Notes due August 13, 2025

BDX25A

New York Stock Exchange

3.519% Notes due February 8, 2031

BDX31

New York Stock Exchange

3.828% Notes due June 7, 2032

BDX32A

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

BD held its 2025 Annual Meeting on January 28, 2025. The final voting results for each of the matters submitted to a vote of shareholders at the 2025 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		229,666,746		4,701,855		364,721		21,170,297
Catherine M. Burzik		222,460,121		7,797,905		4,475,296		21,170,297
Carrie L. Byington		233,523,789		852,341		357,193		21,170,297
R. Andrew Eckert		212,988,078		21,443,621		301,623		21,170,297
Claire M. Fraser		223,419,291		11,060,117		253,914		21,170,297
Jeffrey W. Henderson		213,692,268		20,691,456		349,598		21,170,297
Christopher Jones		219,391,801		15,072,728		268,792		21,170,297
Thomas E. Polen		214,682,478		18,775,493		1,275,352		21,170,297
Timothy M. Ring		233,071,138		1,320,264		341,919		21,170,297
Bertram L. Scott		222,906,992		11,548,073		278,257		21,170,297
Joanne Waldstreicher		231,633,856		2,805,606		293,860		21,170,297

Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2025 was ratified by the shareholders by the votes set forth in the table below.

For

Against

Abstain

Broker Non-Votes

235,180,130

20,249,859

473,629

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
	208,413,830		25,696,707		622,784		21,170,297

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Stephanie M. Kelly
			Stephanie M. Kelly
			Associate General Counsel, Securities and Governance and Assistant Secretary

Date: January 31, 2025