$BDX·8-K

BECTON DICKINSON & CO · Apr 29, 4:16 PM ET

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BECTON DICKINSON & CO 8-K

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Becton Dickinson & Co Amends By‑laws to Update Advance Notice Rule

What Happened
Becton, Dickinson and Company (BDX) announced that its Board of Directors approved an amendment and restatement of the Company's By‑laws on April 28, 2026. The primary substantive change updates the advance notice provision’s time period used to determine the existence of a contested director election; the rest of the revisions are described as technical, conforming and clarifying. The amended By‑laws are filed as Exhibit 3.1 to the 8‑K (filed April 29, 2026).

Key Details

  • Board approved amended and restated By‑laws on April 28, 2026.
  • Main change: revised timing in the advance notice provision to determine whether a director election is contested.
  • Other updates are technical, conforming, and clarifying in nature (no management or financial changes disclosed).
  • The amended By‑laws are attached as Exhibit 3.1 to the 8‑K signed by Stephanie M. Kelly, Corporate Secretary.

Why It Matters
This is a governance change that affects the rules around shareholder nominations and contested director elections—specifically the timing that determines if an election is considered contested. That timing can affect when and how shareholders submit nominations or notices for director candidates. There are no financial results or executive changes reported in this filing; investors who want the exact language should review the amended By‑laws filed as Exhibit 3.1.

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