---
schema_version: "secwatch.filing_event.v1"
accession: "0000010795-23-000015"
form_type: "8-K"
ticker: "BDX"
cik: "0000010795"
company_name: "BECTON DICKINSON & CO"
filed_at: "2023-01-30T23:59:59+00:00"
generated_at: "2026-06-20T06:23:19.749624+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# BD shareholders OK equity plan extension, 5.7M share increase, termination vote requirement

## Summary
- Shareholders approved amendments to 2004 equity plan: extend term to Jan 25, 2033, increase shares by 5.7M.
- All 11 director nominees elected; votes for ranged from 204.9M to 233.8M (excluding broker non-votes).
- Ernst & Young ratified as independent auditor for FY2023 with 239.6M for, 14.3M against.
- Advisory vote on executive compensation passed with 218.0M for, 16.6M against.
- Shareholder proposal requiring prior approval of certain termination payments passed with 144.6M for, 89.9M against.

## SEC filing metadata
- accession: 0000010795-23-000015
- form_type: 8-K
- ticker: BDX
- cik: 0000010795
- company_name: BECTON DICKINSON & CO
- filed_at: 2023-01-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/bdx-20230124.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000010795-23-000015
- JSON: https://secwatch.observer/filing/0000010795-23-000015.json
- Plain text: https://secwatch.observer/filing/0000010795-23-000015.txt

## Key facts
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Ratification of appointment of Ernst & Young as BD's independent registered public accounting firm for fiscal year 2023 at the 2023-01-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 2 : The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2023 was ratified by the shareholders by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Advisory vote on executive compensation at the 2023-01-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 3 : The shareholders approved, on an advisory, non-binding basis, the compensation of BD’s named executive officers by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Election of directors at the 2023-01-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 1 : All of the Board of Directors’ nominees for director were elected to serve for a term of one year and until their respective successors are elected and qualified, by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Shareholder proposal requiring prior shareholder approval of certain termination payments at the 2023-01-24 meeting.
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 6 : The shareholder proposal to require prior shareholder approval of certain termination payments passed by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Approval of amendments to BD's 2004 Employee and Directors Equity Plan at the 2023-01-24 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 5 : The shareholders approved amendments to BD's 2004 Employee and Directors Equity Plan by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm
- Shareholder Votes
  BECTON DICKINSON & CO shareholders approved Advisory vote on frequency of executive compensation votes at the 2023-01-24 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-01-24
  source text: Proposal No. 4 : The shareholders approved, on an advisory, non-binding basis, annual advisory votes on named executive officer compensation by the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10795/000001079523000015/0000010795-23-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.