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.