8-KCorporate ChangesExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Bylaw Amendment (Sep 30, 2016)

Filed September 30, 2016For Securities:BDX

Summary

Becton, Dickinson and Company (BDX) filed an 8-K on September 30, 2016, reporting an amendment to its By-Laws. Effective September 27, 2016, the company adopted a "proxy access" provision. This amendment allows eligible long-term shareholders (owning 3% or more for at least 3 years) to nominate director candidates to be included in BDX's proxy materials. This change is significant as it provides shareholders with greater ability to influence board composition. Specifically, eligible shareholders can nominate up to two directors or 20% of the board, whichever is greater, provided they meet specific ownership and holding period requirements. This provision will be applicable for the first time in connection with the company's 2018 annual shareholder meeting. The filing also includes conforming changes to advance notice provisions.

Key Highlights

  • 1Becton Dickinson & Co. (BDX) amended its By-Laws on September 27, 2016.
  • 2The primary amendment introduces a "proxy access" provision allowing shareholders to nominate directors for inclusion in company proxy materials.
  • 3To utilize proxy access, shareholders must collectively own at least 3% of BDX's outstanding common stock continuously for a minimum of 3 years.
  • 4Eligible shareholders can nominate director candidates representing up to the greater of two directors or 20% of the Board.
  • 5This provision will first be available for the 2018 annual shareholder meeting.
  • 6Conforming amendments were made to the company's advance notice provisions.
  • 7The filing provides Exhibit 3.1, which contains the amended By-Laws.

Frequently Asked Questions

The main purpose of the By-Law amendment is to implement a "proxy access" provision. This provision allows certain eligible shareholders to nominate director candidates and have those nominees included in BDX's annual meeting proxy statement, making it easier for shareholders to influence board composition.

To be eligible, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of BDX's outstanding common stock for a minimum of 3 years prior to the nomination. Both the nominating shareholder(s) and the proposed nominee(s) must also satisfy other requirements outlined in the amended By-Laws.

The proxy access provision will first become available to shareholders in connection with Becton Dickinson's 2018 annual shareholders meeting. It will not apply to the 2017 meeting or any prior meetings.

Eligible shareholders can nominate director candidates that constitute up to the greater of two directors or 20% of the total number of directors on the Board. This provides a mechanism for shareholders to have a tangible representation on the board if they meet the criteria.