Becton, Dickinson and (BDX) 8-K Departure of Directors or Certain Officers

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, 2013

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

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.

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

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:

Nominee	For		Against		Abstain		Broker 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

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:

For	Against	Abstain	Broker Non-Votes
131,122,755	7,474,108	1,661,634	21,441,705

Item No. 4: The shareholders approved an amendment to BD’s Restated Certificate of Incorporation by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Votes
135,572,989	4,193,848	491,660	21,441,705

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:

For	Against	Abstain	Broker Non-Votes
123,086,818	16,189,241	982,438	21,441,705

Item 9.01 Financial Statements and Exhibits.

Exhibit 10 - 2004 Employee and Director Equity-Based Incentive Plan, as amended as of January 29, 2013.

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
	Vice President and Corporate Secretary

Date: January 30, 2013