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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[_] Preliminary Proxy Statement [_] Confidential, for Use of the
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Becton, Dickinson and Company
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(Name of Registrant as Specified In Its Charter)
Becton, Dickinson and Company
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AN IMPORTANT REMINDER! Becton Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417
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Becton February 2, 1999
Dickinson
Dear Fellow Shareholders:
The Annual Meeting of Shareholders of Becton Dickinson and Company will be held
at 2:30 p.m. on Tuesday, February 9, 1999, at the office of the Company, 1
Becton Drive, Building II, Franklin Lakes, New Jersey.
Important issues being voted upon include the election of directors and the
approval of the selection of independent auditors. The Board of Directors
recommends a vote FOR all directors and FOR the approval of the selection of
independent auditors. In addition, also included is a shareholder proposal on
cumulative voting. The Board of Directors recommends a vote AGAINST this
proposal, which appeared as reproduced below on page 20 of the proxy statement
that was previously distributed to you.
Proposal 3. PROPOSAL ON CUMULATIVE VOTING
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue
N.W., Suite 215, Washington, D.C. 20037, owner of 800 shares of Common Stock,
has informed the Company that she plans to introduce the following resolution at
the meeting:
RESOLVED: "That the stockholders of Becton Dickinson, assembled in
Annual Meeting in person and by proxy, hereby request the Board of Directors to
take the necessary steps to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the number of
directors to be elected, and he or she may cast all of such votes for a single
candidate, or any two or more of them as he or she may see fit."
REASONS: "Many states have mandatory cumulative voting, so do
National Banks".
"In addition, many corporations have adopted cumulative voting."
"Last year the owners of 47,894,038 shares, representing
approximately 25.5% of the votes cast, voted FOR this proposal".
"If you AGREE, please mark your proxy FOR this resolution".
The Board of Directors recommends a vote AGAINST Proposal 3.
Our Directors regard their constituency to be all the
shareholders. Directos are nominated by the Committee on Directors, which
consists of independent Directors only, based on the experience, competencies
and personal qualities they bring to Becton Dickinson. Cumulative voting
interferes with the continuing mission of the Committee on Directors to develop
a balanced Board comprised of persons with the broad range of knowledge and
experience needed to best perform its function. At present, each Director is
elected by a plurality of the votes cast at the annual meeting and shares the
common objective of advancing the best interests of all shareholders rather than
those of any particular group. In contrast to this approach, cumulative voting
would permit the election of a Director by a relatively small group of
shareholders. A Director elected through cumulative voting is more likely to
represent the special interests of the particular shareholders who elected him
or her, at the expense of the interests of the shareholders as a whole.
Our shareholders have rejected this and similar proposal each time they
have been presented and the Board of Directos continues to believe it would not
be in the best interest of Becton Dickinson or its shareholders to adopt this
proposal.
Accordingly, the Board recommends a vote against this proposal.
Because your shares are held through either a brokerage firm or a bank, we
cannot be certain whether or not you have voted your shares. If you have not
done so already, please take the time to vote by calling the phone number
listed on the top left corner of the voting instruction form enclosed. Your vote
is important and I encourage you to vote.
Thank you for you continued interest in Becton Dickinson.
Clateo Castellini
Chairman of the Board
