Becton Dickinson and Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 29, 2025
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Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 29, 2025, the Board of Directors of Becton, Dickinson and Company (the “Company”) amended Article II, Section 2.D. of the By-laws (the “By-laws”) of the Company to update certain procedural and disclosure requirements relating to the advance notice of nominations and other business at an annual meeting of shareholders. Among other revisions, the amended By-laws include revisions in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, related to timing and information requirements. In addition, the By-laws were amended to include updates to certain defined terms, to the provision related to the order of business and to the provision related to appointment of officers, and to make certain conforming and clarifying revisions.
The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended as of April 29, 2025, which is filed hereto as Exhibit 3 and incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BECTON, DICKINSON AND COMPANY
(Registrant)
| By: | /s/ Stephanie M. Kelly | ||||
| Stephanie M. Kelly | |||||
| Chief Securities and Governance Counsel, Corporate Secretary | |||||
Date: May 2, 2025