Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 29, 2020, Article II, Section 2.C. of the By-Laws of
Becton,Dickinson and Company ("BD") relating to special shareholder meetings was
amended to 1) eliminate the ability of BD's President to call a special meeting,
2) clarify what types of ownership count towards the ownership threshold
required to call a special meeting, 3) add requirements to update the
information included in any special meeting request, including changes in
ownership, and 4) provide that a special meeting will not be held if (a) the
meeting request is delivered during the period commencing 90 days prior to the
first anniversary of the date of the immediately preceding annual meeting of
shareholders and ending on the earlier of (x) the date of the next annual
meeting or (y) 30 days after the first anniversary of the date of the previous
annual meeting and (b) the BD board has called or will call for an annual or
special meeting of shareholders within 30 days after the request is received and
has determined that the business to be conducted at such meeting includes an
identical or substantially similar item of business .
In addition, on the same date, Article II, Section 2.D of the By-laws, relating
to advance notice of nominations and other business at annual shareholders
meetings, was amended to expand the information required to be provided with
respect to any nominee for director.
A copy of BD's By-Laws, as amended as of September 29, 2020, is filed as Exhibit
3.1 hereto, the terms of which are incorporated herein by reference.
Exhibits
Exhibit No. Description of Exhibit
3.1 By-laws, as amended as of September 29, 2020
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