Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, the Board of Directors of Becton, Dickinson and Company
("BD") elected Thomas E. Polen, BD's CEO and President, to the additional
position of Chairman of the Board, effective April 28, 2021. Mr. Polen will
succeed Vincent A. Forlenza as Chairman of the Board, and Mr. Forlenza will
retire from BD upon the effectiveness of Mr. 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") on January
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 Ernst & Young as BD's independent registered public accounting firm for fiscal year 2021 was ratified by the shareholders by the votes set forth in the table below.


     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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