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 Becton, Dickinson and Company ("BD") held on January 28, 2020, BD's shareholders approved an amendment to BD's 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to increase the number of shares available for awards under the 2004 Plan by 6,200,000 shares. A description of the terms of the 2004 Plan, as so amended, is contained under the caption "Proposal 4. Approval of Amendment to 2004 Plan" in BD's proxy statement relating to the Annual Meeting. A copy of the 2004 Plan, as so amended, is attached hereto as Exhibit 10.1.

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 Ernst & Young as BD's independent registered public accounting firm for fiscal year 2020 was ratified by the shareholders by the votes set forth in the table below.


    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





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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 of January 28, 2020


  10.2  French Addendum, dated as of January 21, 2019
101          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

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