Becton, Dickinson and Company (NYSE:BDX) shareholders approved all four proposals presented at the company’s annual meeting, including the election of directors and an amendment to the company’s equity compensation plan, according to preliminary voting results shared during the event.
The meeting agenda included four items described in the proxy statement: (1) election of director nominees to one-year terms, (2) ratification of Ernst & Young as BD’s independent registered public accounting firm for fiscal 2026, (3) an advisory “Say on Pay” vote on named executive officer compensation, and (4) approval of an amendment to BD’s 2004 Equity Compensation Plan. The company noted that Ernst & Young representatives Matt Askins and Jared Santisi participated in the meeting.
Management used the meeting to review BD’s fiscal 2025 results, describing the year as both the culmination of the company’s BD 2025 strategy and the start of a new phase of growth. The company also referenced forward-looking statements and directed investors to disclosures and reconciliations between GAAP and non-GAAP measures in its presentation materials and SEC filings.
For fiscal 2025, BD reported record revenue of $21.8 billion, representing 7.7% growth on an adjusted foreign exchange-neutral basis and 2.9% organic growth. Management said “New BD” delivered 3.9% organic revenue growth, citing solid growth across key platforms amid a “dynamic market environment.”
The company said its BD Excellence operating system contributed to profit and loss leverage during the year, including:
Adjusted gross margin up 140 basis points
Adjusted operating margin expansion of 80 basis points
9.6% adjusted diluted EPS growth, inclusive of tariffs
Achievement of a full-year goal to reach a record 25% adjusted operating margin
BD also said it returned $2.2 billion to shareholders in 2025, including a $1 billion share repurchase. The company announced its 54th consecutive year of dividend increases, extending its status as a member of the S&P 500 Dividend Aristocrats Index.
Looking back over the last five years under the BD 2025 strategy, management said the company delivered what it described as the most prolific period of growth in its 128-year history, adding more than $5.4 billion in organic revenue and building several new platforms. The company highlighted growth areas including biologic drug delivery, tissue regeneration, urinary incontinence, pharmacy robotics, and advanced patient monitoring.
BD said it launched more than 125 new products and added $1.3 billion through more than 20 tuck-in acquisitions. Over the same period, the company said it streamlined its portfolio by divesting what it called non-strategic assets, including its surgical instruments and diabetes businesses.
Operationally, BD said it ended fiscal 2025 with record adjusted operating margin of 25%, “record on time in full service levels,” record-high consumables quality, and gross productivity improvements of more than 8% in its plants. Management also noted it achieved these results while navigating macro challenges including changes in research spending, vaccine utilization, tariffs, and geopolitical uncertainty.
As a “capstone” to BD 2025, management discussed the previously announced agreement to combine BD’s Biosciences and Diagnostic Solutions business with Waters Corp. The company said the deal is intended to create a life science and diagnostics leader and to position BD as a “dedicated, focused medical technology company” upon closing.
BD said it believes the transaction will maximize shareholder value through ownership in the combined company, including “substantial synergies and new growth opportunities,” while also “unlocking significant value upside” in what it called the new BD.
During the meeting, management said the company issued a press release stating it expects the transaction to close on February ninth, subject to customary closing conditions. BD also outlined its capital allocation intentions tied to the deal, including a commitment to allocate at least half of the expected $4 billion in cash proceeds to share repurchases, with the remainder directed to debt repayment following closing.
More broadly, the company described an enhanced capital allocation framework focused on share repurchases, a “reliable and increasing dividend,” and tuck-in M&A in targeted high-growth markets, with an emphasis on steadily increasing return on invested capital (ROIC).
After polls closed, BD’s corporate secretary reported preliminary voting results. Each director nominee received an affirmative vote of a majority of votes cast and was elected to a one-year term. Ernst & Young’s selection as independent auditor for fiscal 2026 was ratified with approximately 93% of votes cast in favor. The Say on Pay proposal was approved with approximately 91% support, and the amendment to the 2004 Equity Compensation Plan received 96% support.
No questions were submitted during the Q&A portion of the meeting, and management adjourned the annual meeting following closing remarks.
Becton, Dickinson and Company (BDX) is a global medical technology company that develops, manufactures and sells a broad range of medical devices, instrument systems and reagents. BD’s products are used by healthcare institutions, clinical laboratories, life science researchers and the pharmaceutical industry to enable safe, effective delivery of care, specimen collection and diagnostic testing. The company’s operations span multiple business areas focused on medical devices, life sciences research tools and interventional technologies.
BD’s product portfolio includes single-use medical devices such as syringes, needles, needlesafety and injection systems, infusion therapy and medication management solutions, as well as vascular access, urology and oncology devices acquired through its interventional business.
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