BECTON DICKINSON & CO 8-K

What Happened

• Becton, Dickinson and Company (BDX) filed an 8‑K on Jan. 30, 2026 disclosing that its Board approved a new BD Executive Severance Plan effective January 27, 2026 and that shareholders at the Jan. 27, 2026 Annual Meeting approved an amendment to the 2004 Employee and Director Equity‑Based Compensation Plan to add 3,935,000 shares.
• The filing also reports the annual meeting results: all board nominees were elected, Ernst & Young was ratified as independent auditor for fiscal 2026, and the advisory (non‑binding) say‑on‑pay proposal was approved.

Key Details

• Severance Plan (effective Jan. 27, 2026):
  • CEO: lump‑sum severance = 1.5× Base Salary + Target Bonus.
  • Executive Leadership Team: lump‑sum severance = 1.0× Base Salary + Target Bonus.
  • Business Unit Presidents/other eligible participants: 1.0× Base Salary.
  • Pro‑rated Target Bonus for year of termination; special treatment for terminations between Sept 1–30.
  • COBRA: lump sum equal to 12 months of the excess of COBRA over active premiums; up to 9 months of outplacement services.
  • Benefits payable only for terminations without Cause (excluding death/disability) and subject to release, non‑revocation, post‑employment covenants, tax withholding and applicable clawbacks.
• 2004 Plan amendment: shareholders approved increasing available shares by 3,935,000 (filed as Exhibit 10.2).
• Meeting votes (selected):
  • Say‑on‑pay (advisory): For 219,718,308; Against 20,659,474; Abstain 1,176,517; Broker non‑votes 16,710,351.
  • 2004 Plan amendment: For 232,072,981; Against 8,310,708; Abstain 1,170,610; Broker non‑votes 16,710,351.
  • Auditor ratification: For 240,467,316; Against 16,959,702; Abstain 837,633.

Why It Matters

• The new severance plan defines potential cash and benefit obligations BDX may owe to senior executives on involuntary terminations without Cause, including a material 1.5× CEO payout formula and 1.0× for other senior leaders. Investors should note these possible future cash outflows and the conditions (release, covenants, clawbacks) that govern payment.
• Increasing the equity award pool by 3,935,000 shares expands shares available for grants, which can support retention and compensation programs but may modestly increase dilution over time. The shareholder approvals (directors elected, auditor ratified, say‑on‑pay passed) indicate broad support for management actions disclosed in the proxy.