Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2022, William M. Brown was elected to the Board of Directors of
Becton, Dickinson and Company ("BD"). Upon joining BD's Board of Directors, Mr.
Brown will serve as a member of both the Compensation and Human Capital
Committee and the Corporate Governance and Nominating Committee of the Board.
BD's Board of Directors has determined that Mr. Brown is independent under the
rules of the New York Stock Exchange and the independence guidelines contained
in BD's Statement of Corporate Governance Principles. Information regarding the
compensation of the non-management members of BD's Board of Directors is
included under the caption "Non-Management Director Compensation" in BD's proxy
statement relating to its 2022 Annual Meeting of Shareholders. In connection
with his appointment, Mr. Brown will receive restricted stock units valued at
$188,958, representing a prorated grant from the effective date of his election
to BD's 2023 Annual Meeting of Shareholders.
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