Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJanuary 25, 2021 , the Board of Directors ofBecton, Dickinson and Company ("BD") electedThomas E. Polen , BD's CEO and President, to the additional position of Chairman of the Board, effectiveApril 28, 2021 .Mr. Polen will succeedVincent A. Forlenza as Chairman of the Board, andMr. Forlenza will retire from BD upon the effectiveness ofMr. Polen's election. Item 5.07. Submission of Matters to a Vote of Security Holders. BD held its 2021 Annual Shareholders Meeting (the "Annual Meeting") onJanuary 26, 2021 . 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 230,925,832 1,274,626 298,441 20,729,516 R. Andrew Eckert 231,562,940 564,485 371,474 20,729,516 Vincent A. Forlenza 224,670,269 7,265,644 562,986 20,729,516 Claire M. Fraser 227,025,676 5,183,952 289,271 20,729,516 Jeffrey W. Henderson 225,097,986 7,087,757 313,156 20,729,516 Christopher Jones 223,638,212 8,522,565 338,122 20,729,516 Marshall O. Larsen 218,677,502 13,505,166 316,231 20,729,516 David F. Melcher 228,998,499 3,186,501 313,899 20,729,516 Thomas E. Polen 229,677,626 2,540,513 280,760 20,729,516 Claire Pomeroy 230,905,743 1,282,835 310,321 20,729,516 Rebecca W. Rimel 231,742,442 456,092 300,365 20,729,516 Timothy M. Ring 229,147,490 3,024,412 326,997 20,729,516 Bertram L. Scott 216,006,529 14,585,849 1,906,511 20,729,516
Proposal No. 2: The appointment of
For Against Abstain Broker Non-Votes 241,099,677 11,700,095 428,643 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 155,094,897 76,265,280 1,138,722 20,729,516
Proposal No. 4: 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 104,948,857 124,151,427 3,398,615 20,729,516
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