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    Becton Dickinson and Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    5/2/25 4:34:41 PM ET
    $BDX
    Medical/Dental Instruments
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    bdx-20250429
    0000010795false09/3000000107952025-04-292025-04-290000010795exch:XNYSus-gaap:CommonStockMember2025-04-292025-04-290000010795exch:XNYSbdx:Notes1.900dueDecember152026Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes3.020dueMay242025Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes1.208dueJune42026Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes1213DueFebruary122036Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes0034DueAugust132025Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes3.519DueFebruary82031Member2025-04-292025-04-290000010795exch:XNYSbdx:Notes3.828DueJune72032Member2025-04-292025-04-29

    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
    BECTON, DICKINSON AND COMPANY
    (Exact Name of Registrant as Specified in Its Charter)
    New Jersey
    (State or Other Jurisdiction of Incorporation)
    001-4802 22-0760120
    (Commission File Number) (IRS Employer Identification No.)
      
    1 Becton Drive, Franklin Lakes,
    New Jersey
     07417-1880
    (Address of Principal Executive Offices) (Zip Code)
    (201) 
    847-6800
     (Registrant’s Telephone Number, Including Area Code)
    N/A
    (Former Name or Former Address, if Changed Since Last Report)
     
    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):
     
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:



    Title of Each ClassTrading Symbol
    Name of each exchange on
    which registered
    Common stock, par value $1.00BDXNew York Stock Exchange
    1.900% Notes due December 15, 2026BDX26New York Stock Exchange
    3.020% Notes due May 24, 2025BDX25New York Stock Exchange
    1.208% Notes due June 4, 2026BDX/26ANew York Stock Exchange
    1.213% Notes due February 12, 2036BDX/36New York Stock Exchange
    0.034% Notes due August 13, 2025BDX25ANew York Stock Exchange
    3.519% Notes due February 8, 2031BDX31New York Stock Exchange
    3.828% Notes due June 7, 2032BDX32ANew York Stock Exchange
    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).
    Emerging growth company 
    ☐
    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 3     By-laws of Becton, Dickinson and Company, as amended as of April 29, 2025.

    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

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