BECTON, DICKINSON AND COMPANY (NYSE:BDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2017, the board of directors (the “BD Board”) of Becton, Dickinson and Company (“BD”) elected Timothy M. Ring, Chairman and Chief Executive Officer of C.R. Bard, Inc. (“Bard”), and David F. Melcher, a member of Bard’s board of directors, to the BD Board. Mr. Ring was appointed a member of the Science, Marketing, Innovation and Technology Committee of the BD Board, and Mr. Melcher was appointed a member of both the Audit Committee and the Compensation and Management Development Committee of the BD Board. The elections of Messrs. Ring and Melcher were made to the Agreement and Plan of Merger dated April 23, 2017 (the “Merger Agreement”) among Bard, BD and Lambda Corp., to which Lambda Corp. would merge with and into Bard (the “Merger”), with Bard surviving as a wholly-owned subsidiary of BD. The Merger Agreement provides that, at the closing of the Merger, the BD Board shall have elected to the BD Board two members of the Bard board of directors (one of whom would be the chairman of the Bard board of directors). In connection with these elections, the BD Board expanded its size from thirteen to fifteen members. Both the expansion of the BD Board and the elections of Mr. Ring and Mr. Melcher are subject to, and will become effective upon, the completion of the transactions contemplated in the Merger Agreement, which is expected to occur in the fall of 2017, subject to regulatory and Bard shareholder approvals and customary closing conditions.
The BD Board has determined that each of Mr. Ring and Mr. Melcher is independent under the rules of the New York Stock Exchange and the independence guidelines contained in BD’s Corporate Governance Principles. Messrs. Ring and Melcher will be entitled to receive compensation for their service as non-management members of the BD Board, which is described under the caption “Non-Management Directors’ Compensation” in BD’s proxy statement relating to its 2017 Annual Meeting of Shareholders. In connection with their appointments, Messrs. Ring and Melcher will each receive a grant of restricted stock units, which will be prorated from the effective date of their elections.
About BECTON, DICKINSON AND COMPANY (NYSE:BDX)
Becton, Dickinson and Company (BD) is a global medical technology company engaged in the development, manufacture and sale of a range of medical supplies, devices, laboratory equipment and diagnostic products. The Company operates through two segments: BD Medical and BD Life Sciences. The BD Medical segment produces an array of medical technologies and devices that are used to help improve healthcare delivery in a range of settings. BD Medical consists of various business units, including diabetes care, medication and procedural solutions, medication management solutions and pharmaceutical systems. The BD Life Sciences segment provides products for the safe collection and transport of diagnostics specimens, and instruments and reagent systems to detect a range of infectious diseases, healthcare-associated infections and cancers. The Company’s BD Life Sciences segment consists of various business units, including preanalytical systems, diagnostic systems and biosciences.