Becton Dickinson (NYSE: BDX) adopts executive severance plan and adds 3.9M shares to equity plan

Rhea-AI Filing Summary

Becton, Dickinson and Company adopted a new Executive Severance Plan effective January 27, 2026, covering senior management at job level J-G9, including named and other executive officers. The plan provides lump-sum cash severance if employment is terminated without Cause, subject to a release of claims and other conditions.

Cash severance equals 1.5 times base salary and target bonus for the CEO, 1.0 times base salary and target bonus for Executive Leadership Team members, and 1.0 times base salary for Business Unit Presidents and other eligible participants, plus a pro-rated target bonus, COBRA-related payments and up to nine months of outplacement services. Shareholders also approved adding 3,935,000 shares to the 2004 Employee and Director Equity-Based Compensation Plan and re-elected all director nominees, ratified Ernst & Young as auditor, and approved executive compensation on an advisory basis.

Insights

Corporate governance and compensation analyst

BDX formalizes severance for top management and expands its equity plan while securing strong shareholder support on all ballot items.

The new Executive Severance Plan clarifies treatment for senior leaders terminated without Cause. The CEO is eligible for 1.5 times base salary and target bonus, while other top executives receive 1.0 times, plus a pro-rated target bonus and COBRA-related payments, contingent on a release and covenants.

This structure can help leadership stability but also elevates potential severance costs if multiple executives exit. The amendment to the 2004 equity plan adds 3,935,000 shares for future equity awards, which supports ongoing stock-based compensation and alignment but also expands potential dilution relative to existing shareholders.

At the 2026 annual meeting, all director nominees were elected, Ernst & Young was ratified as auditor, executive compensation received advisory approval, and the equity plan amendment passed. These outcomes indicate broad shareholder backing for the current board, pay practices, and long-term incentive framework as of the meeting date.

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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) January 27, 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 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 Class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $1.00

BDX

New York Stock Exchange

1.900% Notes due December 15, 2026

BDX26

New York Stock Exchange

1.208% Notes due June 4, 2026

BDX/26A

New York Stock Exchange

1.213% Notes due February 12, 2036

BDX/36

New York Stock Exchange

3.519% Notes due February 8, 2031

BDX31

New York Stock Exchange

3.828% Notes due June 7, 2032

BDX32A

New 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Severance Plan

On January 27, 2026, the Board of Directors of Becton, Dickinson and Company (“BD”) approved and adopted the BD Executive Severance Plan (the “Severance Plan”), effective January 27, 2026.

The Severance Plan provides severance benefits to management employees designated at job level J-G9 (including the Company’s named executive officers and executive officers) upon a termination of their employment by the Company without Cause (as defined in the Severance Plan), other than due to death or disability, and who execute and do not revoke a general release of claims. Severance benefits under the Severance Plan include:

•A lump sum cash severance payment equal to:

◦1.5x Base Salary (as defined in the Severance Plan) and Target Bonus (as defined in the Severance Plan) for the Chief Executive Officer;

◦1.0x Base Salary and Target Bonus for members of the Executive Leadership Team; and

◦1.0x Base Salary for Business Unit Presidents and other eligible participants.

•A Pro-Rated Target Bonus (as defined in the Severance Plan) for the fiscal year in which the relevant termination of employment occurred, based on the target level (or, for terminations occurring between September 1st and September 30th of such year, based on actual performance for the full fiscal year).

•For participants eligible for continued medical, dental and vision benefits for them and their eligible dependents through the continuation of coverage provisions (“COBRA”), a lump sum payment equal to twelve months of the excess of COBRA premiums over active employee premiums.

•Up to nine months of outplacement services.

The Severance Plan does not provide for severance benefits in connection with a termination of employment for Cause, voluntary resignation, retirement or certain other terminations in connection with a divestiture where continued employment is offered.

Payment of benefits under the Severance Plan is subject to: (i) the execution and non-revocation of a general release of claims, (ii) compliance with customary post-employment restrictive covenants, (iii) applicable tax withholdings, and (iv) the Company’s clawback policies, to the extent applicable.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, which is attached hereto as Exhibit 10.1.

Amendment to Equity Compensation Plan

At the BD 2026 Annual Meeting of Shareholders held on January 27, 2026 (the “2026 Annual Meeting”), BD’s shareholders approved an amendment to BD’s 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”) to increase the number of shares available for awards under the 2004 Plan by 3,935,000 shares. A description of the terms of the 2004 Plan, as so amended, is contained under the caption “Proposal 4. Approval of Amendment to 2004 Plan” in BD's proxy statement relating to the 2026 Annual Meeting. A copy of the 2004 Plan, as so amended, is attached hereto as Exhibit 10.2.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

BD held its 2026 Annual Meeting on January 27, 2026. The final voting results for each of the matters submitted to a vote of shareholders at the 2026 Annual Meeting are as follows:

Proposal No. 1: All of the Board of Directors’ nominees for director were elected to serve for a term of one year and until their respective successors are elected and qualified, by the votes set forth in the table below.

Nominee															For												Against												Abstain												Broker Non-Votes
William M. Brown																		237,720,570												3,016,225												817,505												16,710,351
Carrie L. Byington																		238,581,229												2,159,383												813,687												16,710,351
R. Andrew Eckert																		228,746,564												12,047,293												760,442												16,710,351
Claire M. Fraser																		232,018,364												8,591,176												944,760												16,710,351
Gregory J. Hayes																		239,602,889												1,133,261												818,150												16,710,351
Jeffrey W. Henderson																		235,178,937												5,555,191												820,172												16,710,351
Robert L. Huffines																		239,504,845												1,271,230												778,224												16,710,351
Christopher Jones																		228,853,909												11,856,339												844,051												16,710,351
Thomas E. Polen																		226,504,723												12,359,729												2,689,847												16,710,351
Timothy M. Ring																		238,705,299												2,053,924												795,076												16,710,351
Bertram L. Scott																		232,037,210												8,752,024												765,065												16,710,351
Joanne Waldstreicher																		238,782,853												1,784,284												987,162												16,710,351
Jacqueline Wright						`												239,972,724												772,714												808,862												16,710,351

Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2026 was ratified by the shareholders by the votes set forth in the table below.

For

Against

Abstain

Broker Non-Votes

240,467,316

16,959,702

837,633

N/A

Proposal No. 3: The shareholders approved, on an advisory, non-binding basis, the compensation of BD’s named executive officers by the votes set forth in the table below.

For																		Against																		Abstain																		Broker Non-Votes
			219,718,308																		20,659,474																		1,176,517																		16,710,351

Proposal No. 4: The shareholders approved an amendment to the 2004 Plan by the votes set forth in the table below.

For																		Against																		Abstain																		Broker Non-Votes
			232,072,981																		8,310,708																		1,170,610																		16,710,351

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

10.1			BD Executive Severance Plan, effective January 27, 2026
10.2			2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as of January 27, 2026
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 and Corporate Secretary

Date: January 30, 2026

FAQ

What executive severance benefits did Becton, Dickinson (BDX) approve on January 27, 2026?

Becton, Dickinson approved an Executive Severance Plan granting severance if eligible executives are terminated without Cause. The CEO receives 1.5x base salary and target bonus, senior leaders receive 1.0x, plus a pro-rated target bonus, COBRA-related payments, and up to nine months of outplacement services.

How does the new Becton, Dickinson (BDX) severance plan treat bonus payouts on termination?

The severance plan provides a Pro-Rated Target Bonus for the fiscal year of termination, calculated at target levels. For terminations between September 1 and September 30, the bonus is based on actual performance for the full fiscal year, aligning payouts with the company’s annual results.

What change was made to Becton, Dickinson’s 2004 equity compensation plan at the 2026 annual meeting?

Shareholders approved an amendment to the 2004 Employee and Director Equity-Based Compensation Plan, increasing shares available for awards by 3,935,000. This expansion supports future stock-based incentives for employees and directors under the company’s long-term compensation framework, as described in the proxy statement’s Proposal 4 section.

Did Becton, Dickinson (BDX) shareholders approve the company’s executive compensation in 2026?

Yes. Shareholders approved, on an advisory and non-binding basis, the compensation of Becton, Dickinson’s named executive officers. The say-on-pay proposal received more votes “For” than “Against,” indicating support for the existing executive pay programs and related policies during the 2026 annual meeting.

Who was elected to Becton, Dickinson’s board of directors at the 2026 annual meeting?

All nominated directors, including William M. Brown, Carrie L. Byington, Thomas E. Polen, and others listed, were elected for one-year terms. Each nominee received more votes “For” than “Against,” with additional broker non-votes reported, confirming shareholder backing for the full slate of directors.

Which audit firm did Becton, Dickinson (BDX) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young as Becton, Dickinson’s independent registered public accounting firm for fiscal year 2026. The ratification proposal received a majority of votes “For,” with specific tallies reported for votes in favor, against, and abstentions, and no broker non-votes applicable to this item.