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Becton Dickinson (NYSE: BDX) revises by-laws on contested elections

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Becton, Dickinson and Company reported that its Board of Directors approved an amended and restated version of the company’s By-laws on April 28, 2026. The key change updates the advance notice provision that is used to determine when a director election is considered contested.

The revisions also include other technical, conforming and clarifying updates to the By-laws. The full amended By-laws are provided as Exhibit 3.1 to this report and are incorporated by reference for a complete description of the changes.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common stock par value $1.00 per share Title of each class listed on NYSE
1.900% Notes due 2026 1.900% notes due December 15, 2026 Debt securities listed on NYSE under symbol BDX26
1.208% Notes due 2026 1.208% notes due June 4, 2026 Debt securities listed on NYSE under symbol BDX/26A
1.213% Notes due 2036 1.213% notes due February 12, 2036 Debt securities listed on NYSE under symbol BDX/36
3.519% Notes due 2031 3.519% notes due February 8, 2031 Debt securities listed on NYSE under symbol BDX31
3.828% Notes due 2032 3.828% notes due June 7, 2032 Debt securities listed on NYSE under symbol BDX32A
advance notice provision financial
"The amendments to the By-laws: (i) update in the advance notice provision the time period..."
contested election financial
"update in the advance notice provision the time period to determine the existence of a contested election"
By-laws financial
"approved the amendment and restatement of the Company’s By-laws (the “By-laws”)."
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0000010795false9/3000000107952026-04-282026-04-280000010795us-gaap:CommonStockMemberexch:XNYS2026-04-282026-04-280000010795bdx:Notes1.900dueDecember152026Memberexch:XNYS2026-04-282026-04-280000010795bdx:Notes1.208dueJune42026Memberexch:XNYS2026-04-282026-04-280000010795bdx:Notes1213DueFebruary122036Memberexch:XNYS2026-04-282026-04-280000010795bdx:Notes3.519DueFebruary82031Memberexch:XNYS2026-04-282026-04-280000010795bdx:Notes3.828DueJune72032Memberexch:XNYS2026-04-282026-04-28

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 28, 2026
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 230.425)
☐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
1.208% Notes due June 4, 2026BDX/26ANew York Stock Exchange
1.213% Notes due February 12, 2036BDX/36New 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 5.03AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 28, 2026, the Board of Directors of Becton, Dickinson and Company (the “Company”) approved the amendment and restatement of the Company’s By-laws (the “By-laws”). The amendments to the By-laws: (i) update in the advance notice provision the time period to determine the existence of a contested election and (ii) make certain other technical, 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 28, 2026, which is filed hereto as Exhibit 3.1 and incorporated by reference.


ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 3.1
By-laws, amended as of April 28, 2026
Exhibit 104Cover 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: April 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Becton, Dickinson (BDX) disclose in this 8-K?

Becton, Dickinson disclosed that its Board approved an amended and restated set of corporate By-laws. The revisions mainly update the advance notice provision related to contested director elections and add other technical, conforming and clarifying changes, documented in Exhibit 3.1.

When did Becton, Dickinson’s Board approve the amended By-laws?

The Board of Becton, Dickinson approved the amended and restated By-laws on April 28, 2026. That approval date is specifically referenced, and the updated By-laws as of that date are filed as Exhibit 3.1 and incorporated by reference in the report.

How did Becton, Dickinson’s By-laws change regarding contested elections?

The By-laws were revised to update the time period used in the advance notice provision to determine when a director election is considered contested. This change affects how and when shareholders must provide notice in connection with contested board elections.

Where can investors find the full text of Becton, Dickinson’s amended By-laws?

The full text of the amended By-laws is included as Exhibit 3.1 to the report. The filing states that its brief description is qualified in its entirety by reference to this exhibit, which contains the complete amended By-laws as of April 28, 2026.

Does the Becton, Dickinson 8-K include any financial statements or earnings data?

The report lists Item 9.01 for financial statements and exhibits but only identifies Exhibit 3.1, the amended By-laws, and Exhibit 104, the cover page Inline XBRL data file. It does not present financial statements or earnings figures in the text provided.

What securities of Becton, Dickinson are listed as registered on the NYSE?

The report lists common stock with $1.00 par value and several note issues as registered on the New York Stock Exchange, including 1.900% notes due 2026, 1.208% notes due 2026, 1.213% notes due 2036, 3.519% notes due 2031, and 3.828% notes due 2032.

Filing Exhibits & Attachments

5 documents

Other Documents