Business Context and Reporting Period
This Form 8-K filing by Becton, Dickinson and Company (BD) covers events occurring on January 28, 2013, and the Annual Meeting of Shareholders held on January 29, 2013. The report details corporate governance changes, including the election of a new director and the ratification of shareholder proposals regarding executive compensation, auditor selection, and equity incentive plans.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
- Board Composition: Catherine M. Burzik was elected to the Board of Directors and appointed to the Audit Committee and the Science, Investment and Technology Committee.
- Equity Plan Amendment: Shareholders approved an amendment to the 2004 Employee and Director Equity-Based Incentive Plan to increase the number of shares available for awards by 7,000,000 and extend the plan term to January 29, 2023.
- Corporate Charter: Shareholders approved an amendment to the Restated Certificate of Incorporation.
Shareholder Voting Results and Management Commentary
The following matters were submitted to a vote at the Annual Meeting:
- Election of Directors: All 16 nominees were elected. Votes ranged from approximately 135.2 million "For" (Vincent A. Forlenza) to 139.4 million "For" (Catherine M. Burzik). Broker non-votes were recorded at 21,441,705 for all director nominees.
- Ratification of Auditors: Ernst & Young was ratified as the independent registered public accounting firm for fiscal year 2013 with 160,367,971 votes "For" and 990,625 "Against".
- Executive Compensation (Say-on-Pay): Shareholders approved the compensation of named executive officers on an advisory basis with 131,122,755 votes "For" and 7,474,108 "Against".
- Equity Plan Amendment: The amendment to the 2004 Equity-Based Incentive Plan received 123,086,818 votes "For" and 16,189,241 "Against".
The filing does not contain specific management commentary, risk factors, or guidance regarding future financial performance.
Investor Verification Checklist
- Verify the specific terms of the amendment to the 2004 Employee and Director Equity-Based Incentive Plan (Exhibit 10) to understand the impact of the 7,000,000 share increase.
- Review the 2013 Proxy Statement for details on the compensation of non-management directors and the specific nature of the Restated Certificate of Incorporation amendment.
- Confirm the composition of the newly appointed Audit Committee and Science, Investment and Technology Committee following Catherine M. Burzik's appointment.