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Becton, Dickinson and Company (BDX)
January 31, 2012 1:00 pm ET
Edward J. Ludwig - Executive Chairman and Chairman of Executive Committee
Gary M. DeFazio - Vice President and Corporate Secretary
Vincent A. Forlenza - Chief Executive Officer, President and Director
Edward J. Ludwig
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And I'm Ed Ludwig, Chairman of the Board of BD, and I'm pleased to welcome you on behalf of our directors and officers.
To my right, I would like to introduce Vincent Forlenza who's our Chief Executive Officer and President and member of our Board of Directors; Gary DeFazio, to his side, Vice President and Corporate Secretary; Carlo Ciampaglia and Donna Bent of Computershare Trust Company, our Inspectors of Elections, are also here.
I'd next like to introduce the other members of our Board of Directors. Biographical information for each director appears in our proxy statement. So the directors here are: Basil Anderson -- and I'll ask you to just stand briefly. And Basil Anderson, Henry Becton, Jr., Edward DeGraan, Dr. Claire Fraser-Liggett, Christopher Jones, Marshall Larsen, Dr. Adel Mahmoud, Gary Mecklenburg, Willard Overlock Jr., James Orr, Bertram Scott and Dr. Alfred Sommer.
Finally, I would like to acknowledge Cathy Minehan who is leaving the board effective with this annual meeting. Cathy joined our board in 2007, and we extend to her our best wishes and thanks for her many contributions during her 4 years of service.
I will also like to introduce the executive officers of BD who are here today. First is David Elkins who's our Executive Vice President and Chief Financial Officer; Gary Cohen, Executive Vice President; William Kozy, Executive Vice President; Donna Boles, Senior Vice President of Human Resources; and Jeff Sherman is here but he's not in the room right now. Gary DeFazio, Secretary of the company, will not report on the call of this meeting, the presence of a quorum and other formal matters.
Gary M. DeFazio
Mr. Chairman, I have proof of notice of this meeting in the form of an affidavit executed on behalf of Computershare Trust Company, which will be filed with the minutes of this meeting. The board has appointed Computershare Trust Company as Inspector of Election, and Ms. Bent and Mr. Ciampaglia have taken the inspector's oath. A list of shareholders of record entitled to vote at this meeting with the address and number and shares held by each is available for inspection during the meeting.
The Inspectors of Election have informed me that 83% of the shares entitled to vote are present in person or represented by proxy. A quorum is therefore present, and you may proceed with the business of this meeting.
Edward J. Ludwig
Thank you very much. The minutes of the 2011 annual meeting are available for inspection. I recommend that we dispense with the reading of the minutes. Hearing no objection, we move to the proposals included in the proxy statement. Each item will be discussed after it has been moved and seconded. Please hold all comments and questions, which do not relate to the proposal under consideration for discussion later in the meeting.
If you wish to speak, please move to the closest microphone, wait to be recognized and then give your name and number of shares you own or represent. To ensure adequate time for all persons to participate, each speaker will be allowed 3 minutes in which to present his or her questions and comments. In consideration of your fellow shareholders, please limit your time accordingly.
Proposal one, election of directors. The first proposal is the election of Basil Anderson, Henry Becton, Jr., Edward DeGraan and Vincent Forlenza, Claire Fraser-Leggett, Christopher Jones, Marshall Larsen, Adel Mahmoud, Gary Mecklenburg, James Orr, Willard Overlock, Jr., Bertram Scott, Alfred Sommer and myself to serve as directors for a term of one year. I will entertain a motion and second to put this proposal to a vote.
Is there any discussion of these nominees? If there's no further discussion, we'll move on to the next item of business.
The second proposal is the ratification of the selection of Ernst & Young to be the independent and registered public accounting firm for the company for the 2012 fiscal year. I will entertain a motion and a second to put this proposal to a vote.
Mr. Peter Tryhane and Ms. Patricia Janicek of Ernst & Young are here to respond to questions. Are there any questions for them or any discussion of this proposal related to auditor ratification? Okay, good.
Proposal number three is the approval of an advisory vote on executive compensation. I will entertain a motion and second to put this proposal to a vote. Is there any discussion of this proposal? Okay.
The next item business is a shareholder proposal for Mrs. Evelyn Y. Davis related -- relating to cumulative voting. The Board of Directors opposes the proposal for the reasons given in the proxy statement. I will entertain a motion and second to put this proposal to a vote. Is there any discussion of this proposal? Okay, that finishes our proposals for voting.
Shareholders who have already voted by proxy need not cast ballots unless they wish to change their votes at this time. Shareholders -- okay, sorry, I'm taking your line.
Gary M. DeFazio
Shareholders who are not shareholders of record, but instead hold their shares in street name must present a ballot proxy from their bank, broker or other non-medium in order to vote now. If anybody wants a ballot, please raise your hand.