What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to report an amendment to the merger agreement between Becton, Dickinson and Company (BDX) and C. R. Bard, Inc., specifically concerning employee bonus plans. It also details employment agreements for two key executives of C. R. Bard.

How does the amendment affect Bard employees' bonuses?

The amendment ensures that participants in Bard's regional, division, or country-specific annual bonus plans are eligible to receive their 2017 fiscal year bonus based on actual performance achievement. If an employee's employment terminates before the bonus is paid, they will receive a prorated amount based on performance.

What are the key terms for the C. R. Bard executives mentioned?

John A. DeFord and Gerard D. Porreca III have entered into employment agreements with BD outlining base salaries, annual short-term incentive targets, and annual long-term incentive opportunities through September 30, 2019, and September 30, 2018, respectively. They will also receive retention awards and/or equity grants, and their unvested Bard equity awards and change of control benefits will be addressed upon the merger's closing.

Where can investors find more information about the merger and related filings?

Investors are urged to read the registration statement on Form S-4, which includes a proxy statement/prospectus, and any other relevant documents filed with the SEC. These can be found on the SEC's website (www.sec.gov) or obtained directly from BDX or C. R. Bard's investor relations departments.

BDX 8-K: Material Agreements

Summary

This 8-K filing from Becton, Dickinson and Company (BDX) dated July 28, 2017, primarily concerns an amendment to the previously announced Agreement and Plan of Merger with C. R. Bard, Inc. The amendment addresses the payment of annual bonuses for the 2017 fiscal year for Bard participants in bonus plans, ensuring they are eligible for bonuses based on performance achievement and prorated in case of termination prior to payment. This amendment clarifies terms related to employee compensation within the merger context. Additionally, the filing details employment agreements with two key executives from C. R. Bard, John A. DeFord and Gerard D. Porreca III. These agreements, effective upon the closing of the merger, outline base salaries, incentive targets, and long-term incentive opportunities through specified dates. Retention awards and equity grants are also detailed for both executives, alongside provisions for the vesting of their unvested Bard equity awards and cash severance benefits. These arrangements are designed to ensure continuity and retain key talent during the integration process following the acquisition.

Key Highlights

1Amendment No. 1 to the Merger Agreement with C. R. Bard, Inc. was entered into on July 28, 2017.
2The amendment ensures Bard employees participating in annual bonus plans will receive bonuses for fiscal year 2017 based on performance, with prorated amounts for those terminating employment before payment.
3Employment agreements were established with two C. R. Bard executives, John A. DeFord and Gerard D. Porreca III, effective upon the merger's closing.
4These executive agreements include specific base salaries, short-term and long-term incentive targets, and retention/equity awards through 2018 and 2019.
5Unvested Bard equity awards and change of control benefits for these executives will be handled upon the merger's closing.
6Both executives agreed to waive certain rights under their change of control agreements with Bard, with exceptions noted.
7BD filed a registration statement on Form S-4 which has been declared effective by the SEC, serving as a prospectus and proxy statement for the transaction.

BECTON DICKINSON & CO 8-K Report, Material Agreement (Jul 28, 2017)

Summary

Key Highlights

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