Business Corporation Act shall be approved by the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock entitled to vote thereon.
If the Amendment is adopted, all matters to be acted upon by holders of BD common stock under BD’s Restated Certificate and BD’s By-Laws, and under the New Jersey corporation statute, would be approved by a majority of the votes cast by the common shareholders entitled to vote thereon. The only exceptions to this under the New Jersey corporation statute would be (1) approval of a guarantee by BD that is not in furtherance of BD’s business interests, which requires approval by the affirmative vote of 100% of the votes cast, and (2) dissolution of BD by action of the shareholders without action of the BD Board, which requires the consent of all of the shareholders entitled to vote thereon.
The Board is putting forth this Proposal because it believes eliminating supermajority voting provisions to the extent possible is a best practice in corporate governance. If this Proposal is approved, it will be affected by the filing of a Certificate of Amendment to the Restated Certificate with the State of New Jersey promptly after the 2019 Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4.
SHAREHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR
2020 ANNUAL MEETING
Any proposal that a shareholder wishes to submit for inclusion in BD’s proxy materials for BD’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) pursuant to SEC Rule 14a-8 must be received by BD not later than August 15, 2019.
A shareholder’s notice of nomination of one or more director candidates to be included in BD’s proxy statement and ballot pursuant to Article II. E of our By-laws (a “proxy access director nomination”) must be received by BD no earlier than July 16, 2019 and not later than August 15, 2019.
Notice of any other business or director nomination (that is, other than a matter brought pursuant to SEC Rule 14a-8 or a proxy access director nomination) that a shareholder wishes to present for consideration at the 2020 Annual Meeting pursuant to Article II. D. of our By-Laws must be received by BD not earlier than September 24, 2019 and not later than October 24, 2019. Any proposal or director nomination submitted by a shareholder in connection with the 2020 Annual Meeting must satisfy the applicable information and other requirements specified in BD’s By-Laws, which are available on BD’s website at www.bd.com/investors/ corporate_governance/. All proposals and nominations, and all supporting materials required by our By-Laws, must be addressed to: Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880. BD will not consider any proposal or nomination that is not timely delivered or otherwise does not meet the By-law and SEC requirements for submitting the proposal or nomination.