Summary
Becton, Dickinson and Company (BDX) filed an 8-K on July 24, 2013, reporting amendments to its Deferred Compensation and Benefit Restoration Plan and its By-Laws, both effective July 23, 2013. The plan amendments include changes to salary and equity deferral requirements, modifications to matching credits, and adjustments to in-service distribution and foreign associate provisions. The By-Laws amendments clarify indemnification provisions, including mandatory advancement of expenses, rename a board committee, and restrict committee authority over board resolutions.
Key Highlights
- 1Amendments to the Deferred Compensation and Benefit Restoration Plan on July 23, 2013.
- 2Changes to minimum deferral requirements for equity-based compensation awards.
- 3Introduction of new design regarding matching credits under the compensation plan.
- 4Amendments to the company's By-Laws effective July 23, 2013.
- 5Clarification of indemnification provisions in By-Laws, including mandatory advancement of expenses for directors and officers.
- 6Renaming of the Science, Innovation and Technology Committee to the Science, Marketing, Innovation and Technology Committee.
- 7Restriction on the ability of Board committees to repeal or alter Board resolutions.
Frequently Asked Questions
The plan was amended to eliminate minimum salary deferrals, clarify annual incentive payment deferrals, change equity-based compensation deferrals from a minimum number of units to a minimum percentage, revise matching credit designs, alter in-service distribution rules, clarify benefits for foreign associates relocating to the U.S., and grant the Administrative Committee authority to make certain non-material amendments.
The By-Laws were amended to clarify that indemnification provisions include mandatory advancement of expenses for directors and officers and establish a claims review process. Additionally, a board committee was renamed, and the ability of committees to alter board resolutions was restricted.
These changes primarily relate to executive compensation plans and corporate governance procedures. While they do not have an immediate direct impact on financial statements, they could indirectly affect executive compensation costs and reflect ongoing governance adjustments by the company. Investors should review the detailed plan and By-Law amendments for a full understanding.