Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2020 Annual Meeting of Shareholders (the "Annual Meeting") of
BD's shareholders also approved a French Addendum to the 2004 Plan, described under the caption "Proposal 5. Approval of French Addendum to 2004 Plan" in BD's proxy statement relating to the Annual Meeting. A copy of the French Addendum is attached hereto as Exhibit 10.2.
Item 5.07. Submission of Matters to a Vote of Security Holders. The final voting results for each of the matters submitted to a vote of shareholders at the 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 Catherine M. Burzik 219,324,249 621,117 187,019 21,030,765 R. Andrew Eckert 219,099,210 770,251 262,924 21,030,765 Vincent A. Forlenza 217,513,576 2,193,422 425,387 21,030,765 Claire M. Fraser 216,880,334 3,062,510 189,541 21,030,765 Jeffrey W. Henderson 214,552,050 5,370,587 209,748 21,030,765 Christopher Jones 218,074,488 1,786,875 271,022 21,030,765 Marshall O. Larsen 211,955,080 7,951,099 226,206 21,030,765 David F. Melcher 218,040,886 1,893,443 198,056 21,030,765 Thomas E. Polen 219,150,387 733,208 248,790 21,030,765 Claire Pomeroy 219,346,333 600,984 185,068 21,030,765 Rebecca W. Rimel 219,146,141 787,165 199,078 21,030,765 Timothy M. Ring 218,341,781 1,588,897 201,706 21,030,765 Bertram L. Scott 211,446,645 8,439,060 246,680 21,030,765
Proposal No. 2: The appointment of
For Against Abstain 230,349,197 10,537,649 276,303
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 196,871,599 22,566,195 694,591 21,030,765 --------------------------------------------------------------------------------
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 206,980,712 12,542,872 608,801 21,030,765
Proposal No. 5: The shareholders approved the French Addendum to the 2004 Plan by the votes set forth in the table below.
For Against Abstain Broker Non-Votes 212,631,155 6,779,366 721,864 21,030,765
Proposal No. 6: The shareholder proposal regarding special shareholder meetings failed to pass by the votes set forth in the table below.
For Against Abstain Broker Non-Votes 89,593,215 129,790,945 748,225 21,030,765
Item 9. Financial Statements and Exhibits
Exhibit
Number Description
10.1 2004 Employee and Director Equity-Based Compensation Plan, as amended and restated as ofJanuary 28, 2020 10.2 French Addendum, dated as ofJanuary 21, 2019 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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