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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-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, 2014

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 Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-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, 2014, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Joseph Mercurio, age 50, as Vice President and Corporate Controller. Mr. Mercurio will serve as BD’s principal accounting officer. Christopher R. Reidy, BD’s Chief Financial Officer and Executive Vice President of Administration, was serving as BD’s principal accounting officer in addition to his role as BD’s principal financial officer. Mr. Mercurio previously served as Worldwide Controller of BD’s Medical Surgical Systems business unit from January 2007 through December 2011, as Assistant Controller of BD’s Medical segment from January 2012 through August 2012, and most recently as Worldwide Controller of BD’s Diabetes Care business unit.

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

BD’s 2014 Annual Meeting of Shareholders (“Annual Meeting”) was held on January 28, 2014. 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		147,324,181		660,875		432,962		19,545,481
Henry P. Becton, Jr.		146,488,051		1,570,733		359,472		19,545,481
Catherine M. Burzik		147,656,469		338,741		423,046		19,545,481
Edward F. DeGraan		146,816,247		1,182,388		419,621		19,545,481
Vincent A. Forlenza		144,314,055		3,381,201		723,000		19,545,481
Claire M. Fraser		147,489,521		524,159		404,576		19,545,481
Christopher Jones		147,570,485		432,474		415,297		19,545,481
Marshall O. Larsen		147,397,298		614,163		406,795		19,545,481
Gary A. Mecklenburg		147,572,413		439,973		405,870		19,545,481
James F. Orr		146,789,081		1,170,828		458,347		19,545,481
Willard J. Overlock, Jr.		146,761,684		1,233,923		422,649		19,545,481
Rebecca W. Rimel		147,363,881		613,834		440,541		19,545,481
Bertram L. Scott		146,335,694		1,610,565		471,997		19,545,481
Alfred Sommer		146,592,390		1,379,576		446,289		19,545,481

Item No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2014 was ratified by the shareholders by the votes set forth in the table below:

For	Against	Abstain
165,746,047	1,717,239	500,451

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
143,506,728	3,290,687	1,620,841	19,545,481

Item No. 4: The shareholders approved the material terms of performance goals under BD’s 2004 Employee and Director Equity-Based Compensation Plan by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Votes
138,859,520	8,935,602	623,134	19,545,481

Item No. 5: The shareholders approved the material terms of performance goals under BD’s Performance Incentive Plan by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Votes
144,457,179	3,281,792	679,285	19,545,481

Item No. 6: The shareholders rejected a shareholder proposal requesting the Board of Directors to take the steps necessary to adopt a policy providing for an independent Board Chair by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Votes
44,005,091	103,174,825	1,238,310	19,545,481

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, 2014