8-KCorporate ChangesExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Bylaw Amendment (Sep 23, 2022)

Filed September 23, 2022For Securities:BDX

Summary

Becton, Dickinson and Company (BDX) has filed an 8-K report detailing amendments to its By-Laws, primarily affecting shareholder rights and meeting procedures. The most significant change is the reduction in the ownership threshold required for shareholders to call a special meeting, lowered from 25% to 15% of the voting power of outstanding capital stock. This amendment enhances shareholder activism by making it easier for a smaller group of major shareholders to convene special meetings. Additionally, the By-Laws were updated to clarify notice requirements for both special and annual shareholder meetings, including specific provisions for director nominations. These changes, effective September 20, 2022, aim to streamline meeting processes and ensure compliance with regulatory requirements, such as Rule 14a-19 under the Securities Exchange Act of 1934. Investors should note these adjustments as they may impact future shareholder engagement and corporate governance.

Key Highlights

  • 1Shareholder threshold to call a special meeting reduced from 25% to 15% of voting power.
  • 2Clarified notice requirements for business brought before special shareholder meetings.
  • 3Updated and clarified advance notice requirements for director nominations at annual meetings.
  • 4Incorporated updates related to Rule 14a-19 of the Securities Exchange Act of 1934 concerning director nominations.
  • 5Amendments to the By-Laws became effective on September 20, 2022.
  • 6The full text of the amended By-Laws is available as Exhibit 3.1 to the filing.

Frequently Asked Questions

The most significant change is the reduction in the ownership threshold required for shareholders to request a special meeting. This has been lowered from 25% to 15% of the voting power of outstanding capital stock. This makes it easier for a larger group of shareholders to collectively call a special meeting.

The lower threshold for calling special meetings potentially increases shareholder engagement and activism, allowing a more diverse group of stakeholders to directly influence corporate actions or agenda items by convening meetings.

Yes, the By-Laws were amended to update and clarify the notice and information requirements for shareholders proposing director nominees at annual meetings. These updates also align with Rule 14a-19 of the Securities Exchange Act of 1934, which governs proxy solicitations for director elections.

The full text of the By-Laws, as amended on September 20, 2022, is filed as Exhibit 3.1 to this 8-K report and is incorporated by reference.