Becton, Dickinson and Company (BDX)
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AGM 2026

Jan 27, 2026

Stephanie Kelly
Chief Securities and Governance Counsel and Corporate Secretary, Becton Dickinson and Company

were present, and we may proceed with the business of this meeting. Shareholders entitled to vote at this meeting can do so online. Shareholders who have already voted by proxy need not vote again unless they wish to change their votes.

Tom Polen
CEO, Becton Dickinson and Company

We'll now move to the proposals included in the proxy statement. First proposal is the election of the nominees for director, listed in the proxy statement to serve for a term of one year. Second proposal is to ratify the selection of Ernst & Young as the independent registered public accounting firm of the company for fiscal 2026. Mr. Matt Askins and Mr. Jared Santisi, Ernst & Young, are participating in the meeting today. Proposal three is an advisory vote to approve named executive officer compensation, also known as Say on Pay.

Proposal four is the approval of an amendment to BD's 2004 Equity Compensation Plan, which is described in our proxy statement. I'd like to take the next few minutes to recap BD's performance in fiscal 2025. This year marks the culmination of our BD 2025 strategy and the beginning of an ambitious new chapter and vision to unleash excellence for a new phase of growth. Before I get started, I want to remind you that I will be making forward-looking statements, and I encourage you to read the disclaimer in today's presentation slides and disclosures in our SEC filings, which are both available on the investor website. Reconciliations between GAAP and non-GAAP measures are also included in the appendices of the presentation.

For more than 125 years, BD has been advancing healthcare, delivering innovative products and solutions that improve patient outcomes and enhance safety. We believe that no other medical technology company is more essential to a fully functioning healthcare system. Our products are foundational and future-forward, incorporating the latest technologies and integrated solutions to improve clinical and financial outcomes for patients and providers. In FY 2025, we achieved record revenue of $21.8 billion, representing growth of 7.7% adjusted FXN and 2.9% organic. New BD delivered organic revenue growth of 3.9%, with solid growth across key platforms while navigating a dynamic market environment.

Our BD Excellence operating system helped to drive strong P&L leverage throughout the year, with adjusted gross margin up 140 basis points, fueling 80 basis points of adjusted operating margin expansion while we invested in selling and innovation, which continued to be our engine for growth in the new BD. This supported robust 9.6% adjusted diluted EPS growth, inclusive of tariffs, while we also delivered on our full-year goal to reach a record 25% adjusted operating margin. We also returned $2.2 billion to shareholders in 2025, inclusive of a $1 billion share buyback. Additionally, we announced our 54th consecutive year of dividend increases, extending our long-standing recognition as a member of the S&P 500 Dividend Aristocrats Index, a distinction that reflects the consistency and reliability of our dividend policy.

2025 marked the culmination of our BD 2025 strategy. Over the past 5 years, our team achieved our commitments and delivered the most prolific period of growth in our 128-year history, adding over $5.4 billion in organic revenue and building multiple new high-growth platforms. These include scaled platforms in the fast-growing biologic drug delivery space, tissue regeneration, urinary incontinence, pharmacy robotics, and advanced patient monitoring markets. We built our strongest innovation pipeline ever in attractive end markets, with more than 125 new products launched and an additional $1.3 billion added through over 20 accretive high-growth tuck-in acquisitions. We actively streamlined our portfolio with the divestiture of non-strategic assets, including our surgical instruments and diabetes businesses.

Over this period, we also created our lean operating system, BD Excellence, which helped solidify our position as a leader among our peer group in gross and operating margin expansion. We ended FY 2025 with record adjusted operating margin of 25%, record on time in full service levels, record high consumables quality, and world-class gross productivity improvements of over 8% in our plants. Our team achieved this while navigating a challenging macro environment, changes in research spending, vaccine utilization, tariffs, and ongoing geopolitical uncertainty. We're still in the early innings and continue to see BD Excellence gaining momentum across our business. As the capstone of our BD 2025 strategy, we announced the agreement to combine our Biosciences and Diagnostic Solutions business with Waters Corp, creating a life science and diagnostics leader and enabling the transition of BD to a dedicated, focused medical technology company upon closing.

We believe the transaction maximizes BD shareholder value through ownership of the combined company, including substantial synergies and new growth opportunities, as well as unlocking significant value upside in the new BD. The transaction also enhances our capital allocation framework. We've committed to allocating at least half of the expected $4 billion in cash proceeds for share repurchases, the balance for debt repayment following the closing. To prudently deploy our strong cash flows going forward, our strategy is supported by an enhanced capital allocation framework that prioritizes share repurchases, reliable and increasing dividend, and focused tuck-in M&A, targeted high-growth markets, all with a focus on steadily increasing our ROIC. Today, we issued a press release stating that we expect the transaction to close on February ninth, subject to the satisfaction of customary closing conditions.

We look forward to sharing an update on our outlook and strategy for new BD on our Q1 earnings call. We have clear momentum to execute on our new growth strategy, Excellence Unleashed, built on three strategic priorities: compete, innovate, deliver. We'll compete by driving an exceptional customer experience through world-class commercial capabilities, technologies, and a culture of relentless execution. We'll innovate by leveraging AI, robotics, and new material science, capitalize on our unique position to deliver breakthrough solutions in high-growth markets, increasing the value and pace of our pipeline. And we'll deliver exceptional quality, reliable supply, and consistent cash flow growth with operational excellence as the foundation for reinvestment in commercial and innovation capabilities. These three pillars set the foundation of our strategy and where we believe will unlock the most value for our customers, patients, associates, and shareholders.

We're raising the bar across each aspect of our business, powered by BD Excellence. In summary, we have transformed our company and carefully selected our growth platforms. We've built and scaled new BD Excellence operating system, which is yielding significant results in operations and has tremendous opportunities to advance commercial and innovation outcomes. We will maximize these platforms as we enter our next chapter and shift towards greater focus for faster long-term growth. Our advancement over the last five years sets the foundation for our ability to raise our standard even higher, create more value, and help more patients than ever before. Finally, we'd like to thank our shareholders for their continued confidence in BD and our shared vision for the exciting future of our business as we deliver on our purpose of advancing the world of health.

At this time, I declare the polls closed, and I will ask our corporate secretary to report the preliminary voting results. Final results will be available after the votes have been certified by the inspector.

Stephanie Kelly
Chief Securities and Governance Counsel and Corporate Secretary, Becton Dickinson and Company

On the election of directors, each director nominee received the affirmative vote of a majority of the votes cast and has been elected to serve for a term of one year. The selection of Ernst & Young as the independent registered public accounting firm of the company for fiscal year 2026 has been ratified, receiving the affirmative vote of approximately 93% of the votes cast. Proposal three, the advisory vote regarding named executive officer compensation, has been approved, receiving the affirmative vote of approximately 91% of the votes cast. Proposal four, to amend BD's 2004 Equity Compensation Plan, received the affirmative vote of 96% of the votes cast.

Tom Polen
CEO, Becton Dickinson and Company

Thank you, Stephanie. We will now transition to the questions and answer portion of our meeting. I will now turn it over to Shawn Bevec, who will moderate the questions and answer session. Shawn?

Shawn Bevec
Head of Investor Relations, Becton Dickinson and Company

Thank you, Tom. Ladies and gentlemen, we will now begin our Q&A session. We have not received any questions, and there are no questions in the queue. Tom, you may proceed with your closing remarks.

Tom Polen
CEO, Becton Dickinson and Company

Thank you, Shawn. That concludes the business of the meeting. I now declare the annual meeting adjourned. Thank you all for participating. This concludes the meeting. You may now disconnect your lines. Have a pleasant day.

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