UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Becton, Dickinson and Company

1 Becton Drive

Franklin Lakes, New Jersey 07417-1880

www.bd.com

December 22, 201120, 2012

Dear Fellow Shareholders:

You are cordially invited to attend the 20122013 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) to be held at 1:00 p.m. EST on Tuesday, January 31, 201229, 2013 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. You will find directions to the meeting on the back cover of the accompanying proxy statement.

The notice of meeting and proxy statement describe the matters to be acted upon at the meeting. We also will report on matters of interest to BD shareholders.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting. You may vote by proxy on the Internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided. You may also vote in person at the Annual Meeting.

Thank you for your continued support of BD.

Sincerely,

EDWARD J. LUDWIG Vincent A. Forlenza

Chairman, Chief Executive Officer and President

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Becton, Dickinson and Company

1 Becton Drive

Franklin Lakes, New Jersey 07417-1880

December 22, 201120, 2012

The 20122013 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) will be held as follows:

Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by properly executed proxies that do not provide specific voting instructions will be voted in accordance with the recommendations of the Board of Directors set forth in this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the 20122013 Annual Meeting of Shareholders to be held on January 31, 2012.29, 2013. BD’s proxy statement and 20112012 Annual Report, which includes BD’s consolidated financial statements, are available atwww.bd.com/investors/.

Shareholders of record at the close of business on December 12, 20117, 2012 will be entitled to attend and vote at the meeting.

By order of the Board of Directors,

GARY DEFAZIO

Vice President and Corporate Secretary

Table of Contents

PROXY STATEMENT

20122013 ANNUAL MEETING OF SHAREHOLDERS

Tuesday, January 31, 201229, 2013

BECTON, DICKINSON AND COMPANY

1 Becton Drive

Franklin Lakes, New Jersey 07417-1880

GENERAL INFORMATION

Proxy Solicitation

These proxy materials are being mailed or otherwise sent to shareholders of Becton, Dickinson and Company (“BD”) on or about December 22, 201120, 2012 in connection with the solicitation of proxies by the Board of Directors for BD’s 2013 Annual Meeting of Shareholders (the “2012 Annual Meeting”) to be held at 1:00 p.m. EST on Tuesday, January 31, 201229, 2013 at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey.Important Notice Regarding the Availability of Proxy Materials for the 20122013 Annual Meeting of Shareholders to be held on January 31, 2012.29, 2013. This proxy statement and BD’s 20112012 Annual Report to Shareholders are also available atwww.bd.com/investors/.

Directors, officers and other BD associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee not to exceed $25,000 plus expenses. The cost of soliciting proxies will be borne by BD.

Shareholders Entitled to Vote; Attendance at the Meeting

Shareholders of record at the close of business on December 12, 20117, 2012 are entitled to notice of, and to vote at, the meeting. As of such date, there were 213,604,337195,850,121 shares of BD common stock outstanding, each entitled to one vote.

If your shares are held in the name of a bank, broker or other nominee (also known as shares held in “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as a current bank or brokerage account statement, to be admitted. BD also may request appropriate identification as a condition of admission.

Quorum; Required Vote

The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Directors are elected by a majority of the votes cast at the meeting (Proposal 1). This means that a director nominee will be elected to the Board only if the number of votes cast for the nominee exceeds the number of votes cast against that nominee.

Approval of Proposals 2, 3 and 45 requires the affirmative vote of a majority of the votes cast at the meeting. Approval of Proposal 4 requires the affirmative vote of two-thirds of the votes cast at the meeting. Under New Jersey law, abstentions and shares that brokers do not have the authority to vote in the absence of timely instructions from the beneficial owners will not be counted as votes cast, and, accordingly, will have no effect on the outcome of the vote for any of the Proposals. Proposal 2 is a “discretionary item”, and New York Stock Exchange (“NYSE”) member brokers that do not receive instructions on how to vote from beneficial owners may cast those votes in their discretion.

How to Vote

Shareholders of record may cast their votes at the meeting. In addition, shareholders of record may cast their votevotes by proxy, and participants in the BD plans described below may submit their voting instructions, by:

(1) using the Internet and voting at the website listed on the enclosed proxy/voting instruction card (the “proxy card”);

(2) using the toll-free telephone number listed on the enclosed proxy card; or

(3) signing, completing and returning the enclosed proxy card in the enclosed postage-paid envelope.

Votes cast through the Internet and telephone votes are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy, and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. If you vote through the Internet or by telephone, you do not need to return your proxy card.In order to be timely processed, voting instructions submitted by participants in BD’s Global Share Investment Program (“GSIP”) must be received by 12:00 p.m. EST on January 25, 2012,23, 2013, and voting instructions submitted by participants in all other BD plans must be received by 12:00 p.m. EST on January 27, 2012.25, 2013. All proxies submitted by record holders through the Internet or by telephone must be received by 11:00 a.m. EST on January 31, 2012.29, 2013.

If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the Internet or by telephone. In the alternative, you may vote in person at the meeting if you obtain a valid proxy from your bank, broker or other nominee and present it at the meeting.

Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by properly executed proxies that do not specify voting instructions will be voted in accordance with the recommendations of the Board of Directors set forth in this proxy statement.

Savings Incentive Plan (SIP)(“SIP”)

Participants in SIP, BD’s 401(k) plan, may instruct the SIP trustee how to vote all shares of BD common stock allocated to their SIP accounts. The SIP trustee will vote the SIP shares for which it hasdoes not receivedreceive instructions in the same proportion as the SIP shares for which it has receiveddoes receive instructions.

Participants in Other Plans

Participants in BD’s Deferred Compensation and Retirement Benefit Restoration Plan (“DCP”), the 1996 Directors’ Deferral Plan (“DDP”), and GSIP (if so provided under the terms of the local country GSIP plan) may provide voting instructions for all shares of BD common stock allocated to their plan accounts. The trustees of these plans will vote the plan shares for which they havedo not receivedreceive instructions in the same proportion as the plan shares for which they have receiveddo receive instructions.

Proxies representing shares of BD common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by Computershare Trust Company, N.A. and any shares of BD common stock allocated to participants’ accounts under the plans mentioned above, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.

Revocation of Proxies or Change of Instructions

A proxy given by a shareholder of record may be revoked at any time before it is voted by sending written notice of revocation to the Corporate Secretary of BD at the address set forth above or delivering such notice at

the meeting, by delivering a proxy (by

one of the methods described above under the heading “How to Vote”) bearing a later date, or by voting in person at the meeting. Participants in the plans described above may change their voting instructions by delivering new voting instructions by one of the methods described above under the heading “How to Vote.”

If you are the beneficial owner of shares held in “street name,” you may submit new voting instructions in the manner provided by your bank, or broker or other nominee, or you may vote in person at the meeting in the manner described above under the heading “How to Vote.”

Other Matters

The Board of Directors is not aware of any matters to be presented at the meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy card will vote on such matters in accordance with their best judgment.

OWNERSHIP OF BD COMMON STOCK

Securities Owned by Certain Beneficial Owners

The following table sets forth as of September 30, 2011,2012, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD’s outstanding common stock. This information is as reported by such persons in their Schedule 13G filings with the Securities and Exchange Commission (“SEC”).

Securities Owned by Directors and Management

The following table sets forth as of December 1, 20112012 information concerning the beneficial ownership of BD common stock by (i) each director, (ii) the executive officers named in the Summary Compensation Table on page 41,39, and (iii) all BD directorsnominees for director and executive officers as a group.group (except that the holdings of Mr. Elkins, who resigned from BD effective November 9, 2012, are shown as of that date). In general, “beneficial ownership” includes those shares that a director or executive officer has the sole or shared power to vote or transfer, including shares that may be acquired under outstanding equity compensation awards or otherwise within 60 days.

No individual director or executive officer owns more than 1% of the outstanding BD common stock. Together, the directors and executive officers, as a group, owned approximately 1.3% of the outstanding BD common stock as of December 1, 2011. Except as indicated in the footnotes to the table, each person has the sole power to vote and transfer the shares he or she beneficially owns. None of the shares listed below have been pledged as security.

BD COMMON STOCK

Equity Compensation Plan Information

The following table provides certain information as of September 30, 2011 regarding BD’s equity compensation plans.

Deferred Compensation and Retirement Benefit Restoration Plan. Information regarding the Deferred Compensation and Retirement Benefit Restoration Plan can be found beginning on page 50 of this proxy statement. The shares held in the plan as of September 30, 2011 include 141,075 shares acquired by participants through cash deferrals and 367,069 shares deferred under participants’ equity compensation awards. In the event a participant elects to have cash compensation deferred in a BD common stock account, the participant’s account is credited with a number of shares based on the prevailing market price of the BD common stock. The cash deferred by the participant is used to purchase the shares of BD common stock on the open market, which are then held in a trust.

Global Share Investment Program. BD maintains a Global Share Investment Program (“GSIP”) for its non-U.S. associates in certain jurisdictions outside of the U.S. The purpose of the GSIP is to provide non-U.S. associates with a means of saving on a regular and long-term basis and acquiring a beneficial interest in BD common stock. Participants may contribute a portion of their base pay, through payroll deductions, to the

GSIP for their account. BD provides matching funds of up to 3% of a participant’s base pay through contributions to the participant’s plan account. Contributions to the GSIP are used to purchase shares of BD common stock on the open market, which are then held in a trust.

A participant may withdraw the vested portion of the participant’s account, although such withdrawals must be in the form of a cash payment if the participant is employed by BD at the time of withdrawal. Following termination of service, withdrawals will be paid in either cash or shares, at the election of the participant.

Non-Employee Directors 2000 Stock Option Plan. Non-management directors formerly received grants of nonqualified stock options under the Non-Employee Directors 2000 Stock Option Plan (the “Directors Stock Option Plan”), which provided for the granting of nonqualified stock options at each Annual Meeting of Shareholders to each non-management director elected at or continuing to serve after such meeting. Options are no longer granted under the Directors Stock Option Plan. The exercise price of stock options granted under the Directors Stock Option Plan was the fair market value of the BD common stock on the date of grant. Each option granted under the Directors Stock Option Plan has a term of 10 years from its date of grant. The options granted under the Directors Stock Option Plan have vesting periods of three to four years, depending on the year of grant.

1996 Directors’ Deferral Plan. The 1996 Directors’ Deferral Plan (the “Directors’ Deferral Plan”) allows non-management directors to defer receipt, in an unfunded cash account or a BD common stock account, of all or part of their annual retainer and other cash fees. In the event a director elects to have fees deferred in a BD common stock account, the director’s account is credited with a number of shares based on the market price of the BD common stock on the due date of such payment. The cash fees deferred by the director are used to purchase the shares of BD common stock on the open market, which are then held in a trust. Directors may also defer receipt of restricted stock units under the plan. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the common stock. Participants may elect to have amounts held in a cash account converted into a BD common stock account. The Directors’ Deferral Plan is not qualified, and participants have an unsecured contractual commitment of BD to pay the amounts due under the Directors’ Deferral Plan. When such payments are due, the cash and/or common stock will be distributed from BD’s general assets.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires BD’s directors and executive officers to file initial reports of their ownership of BD’s equity securities and reports of changes in such ownership with the SEC and the NYSE. Directors and executive officers are required by SEC regulations to furnish BD with copies of all Section 16(a) forms they file with respect to BD securities. Based solely on a review of copies of such forms and written representations from BD’s directors and executive officers, BD believes that, for the period from October 1, 20102011 through September 30, 2011,2012, all of its directors and executive officers were in compliance with the reporting requirements of Section 16(a), except that one report for three transactions by David T. Durack and one report for one transaction by Willard J. Overlock, Jr. werewith respect to the November 2011 equity compensation grant made to Gary M. Cohen was inadvertently filed late.

Proposal 1.

ELECTION OF DIRECTORS

Proposal 1.    ELECTION OF DIRECTORS

All membersMembers of our Board of Directors are elected to serve a term of one year and until their successors have been elected and qualified. Cathy Minehan has chosen to retire from the Board and will not stand for re-election. All of the nominees for electiondirector have consented to being named in this proxy statement and to serve if elected. Edward J. Ludwig has previously announced his plans to retire from BD in June 2012, at which time he would retire from the Board. Presented below is biographical information for each of the nominees. Each of the nominees is a current member of BD’s Board, except for Ms. Burzik. It is anticipated that the Board will appoint Ms. Burzik as a director prior to the Annual Meeting. Ms. Burzik was identified as a candidate for nomination to the Board by Edward J. Ludwig while he was serving as BD’s Chairman.

BD directors have a variety of backgrounds, which reflects the Board’s continuing objectiveefforts to achieve a diversity of viewpoint, experience, knowledge, ethnicity and gender. As more fully discussed below, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, prominence and reputation in their primary fields, of endeavor, global business perspective and commitment to strong corporate citizenship. They must also have demonstrated experience and ability that is relevant to the Board’s oversight role with respect to BD’s business and affairs. Each director’snominee’s biography includes the particular experience and qualifications that led the Board to conclude that the directornominee should serve on the Board.

NOMINEES FOR DIRECTOR

		Basil L. Anderson, 66,67, has been a director since 2004. From 2001 until his retirement in 2006, he served as Vice Chairman of Staples, Inc., a supplier of office products. Prior thereto, he was Executive Vice President – Finance and Chief Financial Officer of Campbell Soup Company. Mr. Anderson also is a director of Hasbro, Inc., Moody’s Corporation and Staples, Inc. He was formerly a director of CRA International, Inc.   Mr. Anderson has an extensive business and financial background as both an operating executive and as a chief financial officer of major multinational public companies. His experience includes strategic, business and financial planning and operations,operations; international operations,operations; and service as a director for numerous public companies in different industries.
		Henry P. Becton, Jr., 68,69, has been a director since 1987. Since 2007, he has served as Vice Chairman of the Board of Trustees of WGBH Educational Foundation, a producer and broadcaster of public television, radio and Internet programs, and books and other educational materials. He served as President of WGBH Educational Foundation from 1984 to October 2007. Mr. Becton also serves as Lead Director of the Belo Corporation, is a director of Public Radio International and the PBS Foundation, and is a director/trustee of various DWS mutual funds.   Mr. Becton possesses a broad range of operational, financial and corporate governance experience developed through his professional and board-related activities in a variety of contexts. This broad background is coupled with Mr. Becton’s extensive knowledge of BD, which provides him with a unique perspective on BD.

		Catherine M. Burzik, 62, served as President and Chief Executive Officer of Kinetic Concepts, Inc., a medical device company specializing in the fields of woundcare and regenerative medicine, from 2006 until January 2012 following the sale of the company. Ms. Burzik currently serves as Chair of the Board of Directors of VitaPath Genetics, Inc. and as Chair of the San Antonio Branch of the Dallas Federal Reserve Board. Previously, Ms. Burzik was President of Applied Biosystems; President of Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company; and held senior executive roles at Eastman Kodak Company. Ms. Burzik was formerly a director of Allscripts Healthcare Solutions, Inc. Ms. Burzik is a seasoned executive in the healthcare industry, having led major medical device, diagnostic, diagnostic imaging and life sciences businesses. She contributes strong strategic and leadership expertise, and extensive knowledge of the global healthcare field.
		Edward F. DeGraan, 68,69, has been a director since 2003. In 2006, he retired as Vice Chairman – Gillette of the Procter & Gamble Company, a manufacturer of consumer products. Prior thereto, he was Vice Chairman of The Gillette Company, and served as its President and Chief Operating Officer from July 2000 until November 2003. He also served as Acting Chief Executive Officer of Gillette from October 2000 to February 2001. Mr. DeGraan also is a director of Amica Mutual Insurance Company and a Senior Advisor of Centerview Partners, L.P.   Mr. DeGraan brings extensive operational, manufacturing and executive experience in a consumer industry with a strong manufacturing base. He possesses a broad background in strategic, business and financial planning and operations, deepened by his global perspective developed through his long tenure with a multinational company.
		Vincent A. Forlenza, 58, joined the Board on59, has been a director since October 1, 2011. On that date, he2011, and became BD’s Chairman in July 2012. He was also elected BD’s Chief Executive Officer. Mr. ForlenzaOfficer in October 2011 and has served as BD’sits President since January 2009. Mr. ForlenzaHe also served as BD’s Chief Operating Officer from July 2010 until his election as Chief Executive Officer. From June 2006 to January 2009, Mr. ForlenzaOctober 2011, and prior thereto, served as Executive Vice President.   Mr. Forlenza has been with BD for over thirty years in a number of different capacities, including strategic planning, marketing, general management in all three of BD’s segments, and overseas roles. Mr. Forlenza brings to the Board extensive business and industry experience, and provides the Board with a unique perspective on BD’s strategy and operations, particularly in the area of new product development.
		Claire M. Fraser-Liggett,Fraser, Ph.D, 56,57, has been a director since 2006. Since 2007, she has been Director of the Institute for Genome Sciences and a Professor of Medicine at the University of Maryland School of Medicine in Baltimore, Maryland. From 1998 to 2007, she served as President and Director of The Institute for Genomic Research, a not-for-profit center dedicated to deciphering and analyzing genomes.   Dr. Fraser-LiggettFraser is a prominent scientist with a strong background in infectious diseases and molecular diagnostics, including the development of novel diagnostics and vaccines. She also brings considerable managerial experience in her field.

		Christopher Jones, 56,57, has been a director since 2010. Mr. Jones retired in 2001 as Chief Executive Officer of JWT Worldwide (previously known as J. Walter Thompson), an international marketing firm. Since 2002, Mr. Jones has been Operating Partner and director at Motion Equity Partners (formerly Cognetas LLP,LLP), a pan-European private equity firm. He has been the non-executive Chairman of Results International Group since 2002. He also is a memberChairman of the European Advisory Board of Nardello & Co., chair of the board of The Pavilion Clinic and a member of the Health Advisory Board of The Johns Hopkins University Bloomberg School of Public Health.   Mr. Jones contributes an important international perspective based on his distinguished career as a marketing leader and head of a global marketing firm. He offers substantial marketing, strategic and managerial expertise derived from his broad range of activities in the field.

		Marshall O. Larsen, 63,64, has been a director since 2007. He isMr. Larsen retired in July 2012 as Chairman, President and Chief Executive Officer of Goodrich Corporation, a supplier of systems and services to the aerospace and defense industry. Mr. Larsen also is a director of Lowe’s Companies, Inc., United Technologies Corp. and the Federal Reserve Bank of Richmond, and is a member of The Business Council.   As a veteran chief executive officer of a public company, Mr. Larsen offers the valuable perspective of an individual with highly-developed executive leadership and financial and strategic management skills in a global manufacturing company. These qualities reflect considerable domestic and international business and financial experience.
		Edward J. Ludwig, 60, has been Chairman of BD since 2002, and was BD’s Chief Executive Officer and President from 2000 through September 2011. Mr. Ludwig also is a director of Aetna Inc. and Xylem Inc. He is a member of the Board of Trustees of the College of the Holy Cross, Chairman of the Hackensack (NJ) University Medical Center Advisory Board, and a member of the Board of Directors of Project HOPE. He also is a former member of the Board of Directors and former Chairman of the Advanced Medical Technology Association (AdvaMed), an international medical technology trade association. Mr. Ludwig brings to the Board significant executive-level leadership and business and industry expertise. His extensive experience and sustained leadership in the field of medical technology in a variety of senior executive, strategic, financial and operational roles, all with BD, give Mr. Ludwig a unique perspective on BD’s strategy and operations and on the medical technology industry. This is supplemented by his extensive involvement with the industry, where he has been a leading voice for many years.
		Adel A.F. Mahmoud, M.D., Ph.D, 70,71, has been a director since 2006. In 2006, Dr. Mahmoud retired as Chief Medical Advisor, Vaccines and Infectious Diseases and member of the Management Committee of Merck & Co., Inc., a pharmaceutical company. From 1999 to 2005, he served as President, Merck Vaccines. In 2007, he joined Princeton University as Professor, Department of Molecular Biology and the Woodrow Wilson School of Public and International Affairs. Dr. Mahmoud also is a director of Sanaria, Inc., a malaria vaccine development organization, and GenVec, Inc., and Inovio Pharmaceuticals, Inc. He is also a developermember of gene-based therapeutic drugs and vaccines.the Board of the International AIDS Vaccine Initiative (IAVI).   Dr. Mahmoud is a distinguished scientist, physician and business leader with broad and deep knowledge of infectious diseases and vaccines. He brings strong technical, strategic and operational experience as a former senior executive with a major global pharmaceutical company, as well as an extensive academic background.

		Gary A. Mecklenburg, 65,66, has been a director since 2004. In 2006, he retired as President and Chief Executive Officer of Northwestern Memorial HealthCare, the parent corporation of Northwestern Memorial Hospital, a position he had held since 1986. He also served as President of Northwestern Memorial Hospital from 1985 to 2002. He is currently an Executive Partner of Waud Capital Partners, L.L.C., a private equity investment firm. Mr. Mecklenburg is also a director of LHP Hospital Partners, Inc., and was formerly a director of Acadia Healthcare Company, Inc.   Mr. Mecklenburg’s long tenure in hospital administration affords him a broad perspective on the many facets of the delivery of healthcare and a deep knowledge of healthcare financing and administration. As the former leader of a major teaching hospital, Mr. Mecklenburg possesses strong executive management, financial, strategic and operational knowledge as applied in a healthcare setting.
		James F. Orr, 66,67, has been a director since 2000. In 2007, he retired as Chairman of the Board of Convergys Corporation, a provider of customer management, employee care and outsourced billing services, a position he had held since 2000. He also served as Convergys’ Chief Executive Officer from 1998 until his retirement in 2007, and also as its President from 1998 to 2005. Mr. Orr also is a director of Ohio National Financial Services, Inc.   Mr. Orr contributes the important insights of a former chief executive officer of a public company. His background reflects extensive managerial, strategic, operational and financial experience from the perspective of a service industry. He also possesses a depth of understanding of corporate governance and enterprise risk management.
		Willard J. Overlock, Jr., 65,66, has been a director since 1999. He retired in 1996 as a partner in Goldman, Sachs & Co., where he served as a member of its Management Committee, and retains the title of Senior Director to The Goldman Sachs Group, Inc. Mr. Overlock also is a special partner with Cue Ball Group, a trustee of Rockefeller University and a member of the Board of Directors of The Albert and Mary Lasker Foundation.   Mr. Overlock has broad financial and investment banking experience based on his senior leadership roles in these areas. He contributes financial and transactional expertise and acumen in mergers and acquisitions and complex financial transactions.
		Rebecca W. Rimel, 61, has been a director since July 2012. Since 1994, she has served as President and Chief Executive Officer of The Pew Charitable Trusts, a public charity that provides grants to improve public policy and support community service. Ms. Rimel previously served as Assistant Professor in the Department of Neurosurgery at the University of Virginia Hospital and also as Head Nurse of its medical center emergency department. Ms. Rimel also is a director of CardioNet, Inc., a director/trustee of various DWS mutual funds, and a trustee of Washington College.   Ms. Rimel was added to the Board due to her executive leadership and her extensive experience in public policy and advocacy, particularly in the area of healthcare. She also brings to the Board the perspective of someone with a strong background in the healthcare field.

		Bertram L. Scott, 60,61, has been a director since 2002. Mr. Scott will continue in his roleis the President and Chief Executive Officer of Affinity Health Plan. He previously served as President, U.S. Commercial of CIGNA Corporation a position he has held since joining that organization infrom June 2010 untilto December 31, 2011. Prior thereto, heMr. Scott served as Executive Vice President of TIAA-CREF from 2000 to June 2010 and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to 2007. Mr. Scott also is a director of AXA Financial, Inc.   Mr. Scott possesses strong strategic, operational and financial experience from the variety of executive roles in which he has served during his career. He brings experience in corporate governance and business expertise in the insurance and healthcare fields.

		Alfred Sommer, M.D., M.H.S., 69,70, has been a director since 1998. He is Professor of International Health, Epidemiology, and Ophthalmology at The Johns Hopkins University (“JHU”) Bloomberg School of Public Health (the “Bloomberg School”) and the JHU School of Medicine, positions he has held since 1986. He is Dean Emeritus of the Bloomberg School, having served as Dean from 1990 to 2005. He is a member of the National Academy of Sciences and the Institute of Medicine. He is a recipient of the Albert Lasker Award for Medical Research. Dr. Sommer also is a director of T. Rowe Price Group, Inc., and Chairman of the Board of Directors of The Albert and Mary Lasker Foundation.   Dr. Sommer is a renowned clinician, researcher and academic administrator with substantial and broad experience in medicine and the public health field, coupled withand has valuable board experience in the for-profit and nonprofit realms. These attributes enable him to offer deep insights into global healthcare issues and medical technology.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

BOARD OF DIRECTORS

The Board and Committees of the Board

BD is governed by a Board of Directors that currently consists of 1514 members, 13 of whom have been determined by the Board to be independent. The Board has established four operating Committees:committees (the “Committees”): the Audit Committee; the Compensation and Benefits Committee;Committee (the “Compensation Committee”); the Corporate Governance and Nominating Committee (the “Governance Committee”); and the Science, Innovation and Technology Committee. These Committees meet regularly. The Board has also established an Executive Committee that meets only as needed. Committee meetings may be called by the Committee chair, the Chairman of the Board or a majority of Committee members. The Board has adopted written charters for each of the Committees that are posted on BD’s website atwww.bd.com/investors/corporate_governance/. Printed copies of these charters, BD’s 20112012 Annual Report on Form 10-K, and BD’s reports and statements filed with or furnished to the SEC, may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone 201-847-6800.

Committee Membership and Function

Set forth below is a summary description of each of the Board’s operating Committees.

AUDIT COMMITTEE

Function

The Board has determined that the members of the Audit Committee meet the independence and financial literacy and expertise requirements of the NYSE for audit committee members. The Board also has determined that each of Messrs. Anderson, Larsen, Orr and Scott qualifies as an “audit committee financial expert” under the rules of the SEC. Mr. Anderson currently serves on the audit committees of three other public companies. The Board has reviewed Mr. Anderson’s obligations as a member of the other audit committees and determined that his simultaneous service on those other audit committees does not impair his ability to effectively serve on BD’s Audit Committee. The Audit Committee regularly meets separately with BD’s internal auditors and the internal and externalindependent auditors to ensure full and frank communications with the Audit Committee.

COMPENSATION AND BENEFITS COMMITTEE

Function

The Board has determined that each member of the Compensation and Benefits Committee meets the independence requirements of the NYSE.

Procedure for Determining Executive Compensation

The Compensation and Benefits Committee oversees the compensation program for the named executive officers listed in the Summary Compensation Table on page 4139 and for BD’s other executive officers. The Compensation and Benefits Committee recommends compensation actions regarding the Chief Executive Officer to the full Board and is delegated the authority to take compensation actions with respect to BD’s other executive officers. The Compensation and Benefits Committee may not delegate these responsibilities to another Committee, an individual director or membermembers of management.

Role of Management

The Compensation and Benefits Committee’s meetings are typically attended by BD’s Chief Executive Officer, Senior Vice President—Human Resources and others who support the Compensation and Benefits Committee in fulfilling its responsibilities. The Compensation and Benefits Committee considers management’s views relating to compensation matters, including the performance metrics and targets for BD’s performance-based compensation. Management also provides information (which is reviewed by our Internal Audit Department) to assist the Committee in determining the extent to which performance targets have been achieved. This includes any recommended adjustments to BD’s operating results when assessing BD’s performance. The Chief Executive Officer and Senior Vice President—Human Resources also work with the Compensation and Benefits Committee chair in establishing meeting agendas.

The Compensation and Benefits Committee meets in executive session with no members of management present for part of each of its regular meetings. The Compensation and Benefits Committee also meets in executive session when considering compensation decisions regarding our executive officers.

Role of the Independent Consultant

The Compensation and Benefits Committee is also assisted in fulfilling its responsibilities by its independent consultant, Pay Governance LLC (“Pay Governance”). Pay Governance is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee is not aware of any conflict of interest on the part of Pay Governance relating to the services performed by Pay Governance for the Compensation Committee. During fiscal year 2012, Pay Governance was not engaged to perform any services for BD or BD’s management. The Compensation Committee has adopted a policy prohibiting Pay Governance from providing any services to BD

or BD’s management without the Compensation Committee’s prior approval, and Benefits Committee. has expressed its intention that such approval will be given only in exceptional cases. No other consultant was used by the Compensation Committee or management with respect to the 2012 compensation of BD’s executive officers.

Pay Governance reviews all materials prepared for the Compensation and Benefits Committee by management, prepares additional materials as may be requested by the Compensation and Benefits Committee, and attends Compensation and Benefits Committee meetings. In its

advisory role, among other things, Pay Governance assists the Compensation and Benefits Committee in the design and implementation of BD’s compensation program. This includes assisting the Compensation and Benefits Committee in selecting the key elements to include in the program, the targeted payments for each element, and the establishment of performance targets. Pay Governance also provides market comparison data, which is one of the factors considered by the Compensation and Benefits Committee in making compensation decisions, and makes recommendations to the Compensation and Benefits Committee regarding the compensation of BD’s Chief Executive Officer. Pay Governance also provided market comparison data in connection with compensation decisions relating to the transition of the Chief Executive Officer role from Mr. Ludwig to Mr. Forlenza.

Pay Governance also conducts an annual review of the compensation practices of select peer companies. Based on this review, Pay Governance advises the Compensation and Benefits Committee with respect to the competitiveness of BD’s compensation program in comparison to industry practices, and identifies any trends in executive compensation. During fiscal year 2011, Pay Governance was not engaged to perform any services for BD’s management. The Compensation and Benefits Committee has adopted a policy prohibiting Pay Governance from providing any services to BD’s management without the Compensation and Benefits Committee’s prior approval, and has expressed its intention that such approval will be given only in exceptional cases.

Setting Compensation

At the end of each fiscal year, the Board conducts a review of the Chief Executive Officer’s performance. At the following Board meeting, the Board sets the compensation of the Chief Executive Officer after considering the reviewresults of the Chief Executive Officer’s performance,review, market comparison data and the recommendations of the Compensation and Benefits Committee. Neither the Chief Executive Officer nor any other members of management are present during this session. The Chief Executive Officer does not play a role in determining or recommending his own compensation.

The Compensation and Benefits Committee is responsible for determining the compensation of BD’s other executive officers. The Chief Executive Officer, in consultation with the Senior Vice President—Human Resources, reviews the performance of the other executive officers with the Compensation and Benefits Committee and makes compensation recommendations for its consideration. The Compensation and Benefits Committee determines the compensation for these executives, in consultation with Pay Governance, after considering the Chief Executive Officer’s recommendations, market comparison data regarding compensation levels among peer companies and the views of Pay Governance. All decisions regarding the compensation of BD’s other executive officers are made in executive session.

The Board has delegated responsibility for formulating recommendations regarding non-management director compensation to the Corporate Governance and Nominating Committee, which is discussed below.

SCIENCE, INNOVATION AND TECHNOLOGY COMMITTEE

Function

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Function

The Board has determined that each member of the Corporate Governance and Nominating Committee meets the independence requirements of the NYSE. As stated above, the Corporate Governance and Nominating Committee reviews the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation, and may not delegate these responsibilities to another Committee, an individual director or membermembers of management. The Corporate Governance and Nominating Committee has retained Pay Governance as an independent consultant for this purpose. Pay Governance’s responsibilities include providing market comparison data on non-management director compensation at peer companies;companies, tracking trends in non-management director compensation practices;practices, and advising the Corporate Governance and Nominating Committee regarding the components and levels of non-management director compensation. The Governance Committee is not aware of any conflict of interest on the part of Pay Governance arising from these services. Executive officers do not play any role in either determining or recommending non-management director compensation.

Board, Committee and Annual Meeting Attendance

The Board and its Committees held the following number of meetings during fiscal year 2011:2012:

The Executive Committee did not meet during fiscal year 2011.2012.

Each director attended 75% or more of the total number of the meetings of the Board and the Committees on which he or she served during fiscal year 2011.2012. BD’s non-management directors met in executive session at each of the Board’sBoard meetings held during fiscal year 2011.2012.

The Board has adopted a policy pursuant to which directors are expected to attend the Annual Meeting of Shareholders in the absence of a scheduling conflict or other valid reason. Due to severe weather conditions, onlyAll but one of the fifteen directors then in office was able to attendserving attended BD’s 20112012 Annual Meeting.Meeting of Shareholders.

Non-Management Directors’ Compensation

The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. The key elements of BD’s non-management director compensation are a cash retainer, equity compensation, Committee chair fees and a Lead Director fee.fees. Of the base compensation paid to the non-management directors (not including(which does not include Committee chair and Lead Director fees), approximately two-thirds currently is equity compensation that directors are required to retain until they complete their service on the Board. See “Corporate Governance—Significant Governance Practices—Equity Ownership by Directors” on page 22.20. This retention feature serves to better align the interests of the directors and BD shareholders and ensure compliance with the director share ownership guidelines. Messrs. Ludwig andMr. Forlenza dodoes not receive compensation related to theirhis service as directors.a director.

Cash Retainer

Each non-management director currently receives an annual cash retainer of $75,000$81,000 for services as a director. Directors do not receive meeting attendance fees.

Equity Compensation

Each non-management director elected at an Annual Meeting of Shareholders is granted restricted stock units then valued at $150,000$162,000 (using the same methodology used to value awards made to executive officers). Directors newly elected byto the Board receive a restricted stock unit grant that is pro-rated from the effective date of their election to the next Annual Meeting. The shares of BD common stock underlying the restricted stock units are not issuable until a director’s separation from the Board.

Committee Chair/Lead Director Fees

An annual fee of $10,000 is paid to each Committee chair, except that the fee for the Audit Committee chair is $15,000 in recognition of the Audit Committee’s responsibilities. An annual fee of $25,000 is paid to the Lead Director. No fee is paid to the Chair of the Executive Committee. An annual fee of $25,000 is paid to the Lead Director.

Other Arrangements

BD reimburses non-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. No compensation is attributed to the director for these flights in the table below, since the aggregate incremental costs of spousespousal travel arewere minimal. In the event directors utilize other private aircraft, they are reimbursed for the incremental cost thereof. Directors are also reimbursed for attending director education courses. BD occasionally invites spouses of directors to Board-related business events, for which they are reimbursed their travel expenses.

Directors are eligible, on the same basis as BD associates, to participate in BD’s Matching Gift Program, pursuant to which BD matches contributions made to qualifying nonprofit organizations. The aggregate annual limit per participant is $5,000.

The following table sets forth the compensation received by theBD’s non-management directors during fiscal year 2011.2012.

Fiscal Year 20112012 Non-Management Directors’ Compensation

Listed below are the aggregate outstanding restricted stock unit awards and option awards held by each non-management director at the end of fiscal year 2011.2012. Stock options have not been issued to non-management directors since the 2005 Annual Meeting.2005.

Changes to Non-Management Directors’ Compensation

During fiscal year 2011, the Board undertook a review of the compensation of its non-management directors. This review included an analysis of the director compensation practices of certain peer companies, including the forms of equity compensation used, the mix of cash and equity compensation, and total compensation.

The peer group included the following companies: Agilent Technologies, Inc.; Allergan, Inc.; C.R. Bard, Inc.; Baxter International Inc.; Beckman Coulter, Inc.; Boston Scientific Corporation; Covidien plc; Hospira, Inc.; Medtronic, Inc.; PerkinElmer, Inc.; St. Jude Medical, Inc.; Stryker Corporation; Thermo Fisher Scientific Inc.; and Zimmer Holdings, Inc.

As a result of its review, the Board approved the following changes to the compensation of BD’s non-management directors, effective at the conclusion of the 2012 Annual Meeting, so as to better align its compensation with the non-management director compensation being paid by the peer group companies.

Directors’ Deferral Plan

Directors may defer receipt of all or part of their annual cash retainer and other cash fees pursuant to the provisions of the 1996 Directors’ Deferral Plan. Directors may also defer receipt of shares issuable to them under their restricted stock unitsunit awards upon leaving the Board. A general description of the 1996 Directors’ Deferral Plan appears on page 6.62.

Communication with Directors

Shareholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director (including complaints or concerns regarding accounting, internal accounting controls or audit matters) may do so by contacting the Lead Director either:

All communications will be kept confidential and promptly forwarded to the Lead Director, who shall, in turn, forward them promptly to the appropriate director(s). Such items that are unrelated to a director’s duties and responsibilities as a Board member may be excluded by our corporate security department, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is determined to be illegal or otherwise inappropriate.

CORPORATE GOVERNANCE

Corporate Governance Principles

BD’s commitment to good corporate governance is embodied in our Corporate Governance Principles (the “Principles”). The Principles set forth the Board’s views and practices regarding a number of governance topics, and the Corporate Governance and Nominating Committee assesses the Principles on an ongoing basis in light of current practices. The Principles cover a wide range of topics, including voting for directors; board leadership structure; the selection of director nominees; director independence; annual self-evaluations of the Board and its Committees; conflicts of interest; and charitable contributions to entities with which BD’s executive officers and directors are affiliated, each of which is discussed below, along withand other significant governance practices. The Principles are available on BD’s website atwww.bd.com/investors/corporate_governance/.Printed copies of the Principles may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

Board Leadership Structure

The Board’s goal is to achieve the best board leadership structure for effective oversight and management of BD’s management.affairs. The Board believes that there is no single, generally accepted approach to providing Boardboard leadership, and that each of the possible leadership structures for a boardstructure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the Board believes is the right board leadership structure may vary as circumstances warrant.

In connection with VincentVince A. ForlenzaForlenza’s appointment as Chief Executive Officer in October 2011, succeeding Edward J. Ludwig, as BD’s Chief Executive Officer, the Board determined that Mr. Ludwig should continuecontinued to serve as the Chairman of the Board during Mr. Forlenza’s transition to his new role. Upon Mr. Ludwig’s departure from the transitionBoard in June of this year, the CEOBoard appointed Mr. Forlenza to the additional role to Mr. Forlenza.of Chairman. The Board believes thatit is in BD’s best interests to have Mr. Forlenza also serve as Chairman, as this structure is the bestarrangement permits a clear, unified strategic vision for BD at this time, since it allowsthat ensures alignment between the Board and management, provides clear leadership for BD and helps ensure accountability for BD’s performance. As the individual with primary responsibility for managing BD’s day-to-day operations and with in-depth knowledge and understanding of BD, Mr. Forlenza as a new CEO,is best positioned to dedicate himself to operational matters during this transition phase, while allowing Mr. Ludwig to focus on Board-related matters. In addition,lead the Board through reviews of key business and strategic issues.

At the same time, the role of Lead Director, currently being served by Henry P. Becton, Jr., allows the non-management directors to provide independent Board leadership and oversight of management.

The Principles provide for the appointment of a Lead Director from among the independent directors whenever the Chairman is not independent. The responsibilities of the Lead Director include:

The Board believes having an independent Lead Director provides independent oversight of management, including risk oversight, while avoiding the risk of confusion regarding the Board’s oversight responsibilities and the day-to-day management of the business. As such, this structure provides independent Board leadership and engagement, while deriving the benefit of having the Chief Executive Officer also serve as Chairman.

Board’s Oversight of Risk

BD’s management engages in a process referred to as enterprise risk management (“ERM”) to identify, assess, manage and mitigate a broad range of risks across BD’s businesses, regions and functions and to ensure alignment of our risk assessment and mitigation efforts with BD’s corporate strategy. The Audit Committee, through the authority delegated to it by the Board of Directors, is primarily responsible for overseeing BD’s ERM activities to determine whether the process is functioning effectively and is consistent with BD’s business

strategy. At least twice a year, senior management reviews the results of its ERM activities with the Audit Committee, including the process used within the organization to identify risks, management’s assessment of the significant categories of risk faced by BD (including any changes in such assessment since the last review), and management’s plans to mitigate the potential exposures. On at least an annual basis, the significant risks identified through BD’s ERM activities and the related mitigation plans are reviewed with the full Board. Often, particular risks are reviewed in-depth with the Audit Committee or the full Board at subsequent meetings.

In addition, the full Board reviews the risks associated with BD’s strategic plan and discusses the appropriate levels of risk in light of BD’s objectives. This is done through an annual strategic planningstrategy review process, periodically throughout the year as part of its ongoing review of corporate strategy, and otherwise as necessary. The full Board also regularly oversees other areas of potential risk, including BD’s capital structure, acquisitions and divestitures, and succession planning for BD’s Chief Executive Officer and other members of senior management.

The various Committees of BD’s Board are also responsible for monitoring and reporting on risks associated with their respective areas of oversight. The Audit Committee oversees BD’s accounting and financial reporting processes and the integrity of BD’s financial statements, BD’s processes to ensure compliance with laws, and its hedging activities and insurance coverages. The Compensation and Benefits Committee oversees risks associated with BD’s compensation practices and programs, and the Corporate Governance and Nominating Committee oversees risks relating to BD’s corporate governance practices, including director independence, related person transactions and conflicts of interest. In connection with its oversight responsibilities, each Committee often meets with members of management who are primarily responsible for the management of risk in their respective areas, including BD’s Chief Financial Officer, Senior Vice President–Human Resources, General Counsel, Senior Vice President–Regulatory Affairs, Chief Ethics and Compliance Officer and other members of senior management.

Risk Assessment of Compensation Programs

With respect to our compensation policies and practices, BD’s management reviewed our policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on BD. In connection with this risk assessment, wemanagement reviewed the design of BD’s compensation and benefits programs (in particular our performance-based compensation programs) and related policies, potential risks that could be created by the programs, and features of our programs and corporate governance generally that help to mitigate risk. Among the factors we considered were the mix of cash and equity compensation, and of fixed and variable compensation, paid to our associates,associates; the balance between short- and long-term objectives ofin our incentive compensation,compensation; the performance metrics,targets, mix of performance targets,metrics, vesting periods, threshold performance requirements and funding formulas related to our incentive compensation,compensation; the degree to which programs are formulaic or provide discretion to determine payout amounts,amounts; caps on payouts,payouts; our clawback and share ownership policies,policies; and our general governance structure. Management reviewed and discussed the results of this assessment with the Compensation and Benefits Committee. Based on this review, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the BD.

Director Nomination Process

The Corporate Governance and Nominating Committee reviews potential director candidates and recommends nominees for director to the full Board for approval. In making its recommendations, the Committee assesses the overall composition of the Board, including diversity, age, skills, international background, and experience and prominence in areas of

importance to BD. The Board seeks to achieve among its directors a diversity of viewpoint, experience, knowledge, ethnicity and gender that fits the needs of the Board at that particular time.

When considering individual director candidates, the Corporate Governance and Nominating Committee will seek individuals with backgrounds and qualities that, when combined with those of BD’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. From time-to-time, the Corporate Governance and Nominating Committee has retained an executive search firm to assist it in its efforts to identify and evaluate potential director candidates.

The Corporate Governance and Nominating Committee believes that any nominee for director must meet the following minimum qualifications:

The Corporate Governance and Nominating Committee assesses the characteristics and performance of incumbent director nominees against the above criteria as well, and, to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of the individual director evaluation process, the Corporate Governance and Nominating Committee reports its conclusions and recommendations for nominations to the full Board.

It is the Corporate Governance and Nominating Committee’s policy to consider referrals of prospective nominees for the Board from other Board members and management, as well as shareholders and other external sources, such as retained executive search firms. The Corporate Governance and Nominating Committee utilizes the same criteria for evaluating candidates irrespective of their source.

To recommend a candidate for consideration, a shareholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880.

Significant Governance Practices

Described below are some of the significant corporate governance practices that have been instituted by the BD Board.

Annual Election of Directors

In 2009, in response to changing shareholder views and evolving corporate governance practices, BD’s Restated Certificate of Incorporation was amended to provide for the annual election of directors.directors are elected annually. The Board believes that annual elections of directors reflect a corporate governance best practice, as it provides shareholders the opportunity to express their views on the performance of the entire Board each year.

Voting for Directors

Under our By-Laws, in uncontested elections (where the number of nominees does not exceed the number of directors to be elected), nominees for director must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board of Directors. Any incumbent director who fails to receive the requisite

affirmative vote is required to offer to submit his or her resignation to the Board following the shareholder vote. The Corporate Governance and Nominating Committee will consider and recommend to the Board whether to accept the resignation offer. The Board will act on such recommendation and publicly disclose its decision within 90 days following the shareholder vote. This structure allows the Board the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to dissatisfaction with a director’s overall performance or is the result of shareholder views on a particular issue, and enables it to avoid undesirable and disruptive governance consequences.

Board Self-Evaluation

Each year the Board conducts a self-evaluation of its performance and effectiveness. As part of this process, each director completes an evaluation form on specific aspects of the Board’s role, organization and meetings. The collective comments are then presented by the Chair of the Corporate Governance and Nominating Committee to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement a year earlier, and develops actions to be taken to enhance the Board’s effectiveness over the next year. The Board’s evaluation covers many areas (a complete list is available on BD’s website atwww.bd.com/investors/corporate_governance). Additionally, each Board Committee conducts an annual self-evaluation of its performance through a similar process.

Equity Ownership by Directors

The Board believes that directors should hold meaningful equity ownership positions in BD. To that end, a significant portion of non-management director compensation is in the form of restricted stock units that are not distributable until a director completes his or her service on the Board. The Board believes these equity interests help to better align the interests of the non-management directors with shareholders. Under the Board’s share ownership guidelines, each non-management director is required to own shares of common stock (which includes restricted stock units) valued at 50% of the amount obtained by multiplyingfive times the annual cash retainer by the number of years the director has served. Each non-management director currently owns sufficient shares toand must comply with these guidelines. Effective following the 2012 Annual Meeting,guidelines within three years of joining the ownership guidelines will be amended to require each non-management director to own stock equal in value to five times the annual retainer.Board.

Annual Report of Charitable Contributions

In furtherance of BD’s commitment to good governance and disclosure practices, the Principles require that BD’s charitable contributions or pledges in an aggregate amount of $50,000 or more (not including contributions under BD’s Matching Gift Program) to entities with which BD’s directors and executive officers, and their families are affiliated must be approved by the Corporate Governance and Nominating Committee. In addition, BD is required by the Principles to post on its website, atwww.bd.com/investors/corporate_governance/, an Annual Report of Charitable Contributions (the “Contributions Report”) listing all such contributions and pledges made by BD to organizations affiliated with any director or executive officer during the preceding fiscal year in an amount of $10,000 or more. The Contributions Report, which BD has voluntarily issued since 2002, includes a discussion of BD’s contributions philosophy and the alignment of BD’s philanthropic activities with its philosophy, together with additional information about each contribution or pledge.

Enterprise Compliance

Under the oversight of the Audit Committee, BD’s enterprise compliance function is aimed at ensuringseeks to ensure that BD has policies and procedures designed to prevent and detect violations of the many laws, regulations and policies affecting its business, and that BD continuously encourages lawful and ethical conduct. Launched in 2005, BD’s enterprise compliance function supplements the various compliance and ethics functions that were alreadyare also in place at BD, and seeks to ensure better coordination and effectiveness through program design, prevention, and promotion of an organizational culture of compliance. A Compliance Committee comprised of members of senior management oversees the activities of the Chief Ethics and Compliance Officer. Another key element of this program is training. Courses offered include a global on-line compliance training program focused on BD’s Code of Conduct, as well as other courses covering various compliance topics such as antitrust, anti-bribery, conflicts of interest, financial integrity, industry marketing codes and information security.

Political Contributions

We have a policy that prohibits the expenditure of company assets for political campaigns without the express authorization of the Chief Executive Officer or Chief Financial Officer, compliance with company policies and all applicable laws, and clearance from BD’s internal law department. Contributions outside the United States must also be approved by the relevant country leaders. In 2012, no corporate funds were used to support political campaigns. BD’s general prohibition on the use of corporate funds for political campaigns extends to “super PACs”. We have also advised the major industry associations in which BD has membership that we do not authorize them to use any portion of our dues or other funds for “super PACs” or any other political campaign purpose.

Director Independence; Policy Regarding Related Person Transactions

Under the NYSE rules and our Principles, a director is deemed not to be independent if the director has a direct or indirect material relationship with BD (other than his or her relationship as a director). The Corporate Governance and Nominating Committee annually reviews the independence of all directors and nominees for director and reports its

findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in the Principles. The Independence Guidelines set forth certain categories of relationships (and related dollar thresholds) between BD and directors and their immediate family members, or entities with which they are affiliated, that the Board, in its judgment, has deemed to be either material or immaterial for purposes of assessing a director’s independence. In the event a director has any relationship with BD that is not addressed in the Independence Guidelines, the independent members of the Board review the facts and circumstances to determine whether such relationship is material. The Principles are available on BD’s website atwww.bd.com/investors/corporate-governance/. The Independence Guidelines are contained in Principle No. 7.

The Board has determined that the following directorsnominees for director are independent under the NYSE rules and our Independence Guidelines: Basil L. Anderson, Henry P. Becton, Jr., Catherine M. Burzik, Edward F. DeGraan, Claire M. Fraser-Liggett,Fraser, Christopher Jones, Marshall O. Larsen, Adel A.F. Mahmoud, Gary A. Mecklenburg, Cathy E. Minehan, James F. Orr, Willard J. Overlock, Jr., Rebecca W. Rimel, Bertram L. Scott and Alfred Sommer. Edward J. LudwigThe Board had also previously determined that Cathy E. Minehan, who had served on the Board up to last year’s annual meeting, was independent under the NYSE rules and the Principles. Vincent A. Forlenza are employeesis an employee of BD and, therefore, areis not independent under the NYSE rules and the Principles.

In determining that each of the non-management directorsnominees is independent, the Board reviewed BD’s transactions or other dealings with organizations with which a director may be affiliated. Such affiliations included service by the director or an immediate family member as an officer, employee, or member of a governing or advisory board. In conducting its review, the Board determined that, in each instance, the nature of the relationship, the degree of the director’s involvement with the organization and the amount involved would not impair the director’s independence under the Independence Guidelines. In addition, in most instances, the director played no active role in the organization’s relationship with BD, and, in some instances, the relationship involved a unit of such organization other than the one with which the director is involved. Accordingly, the Board determined that none of these relationships was material or conflicted with BD’s interests, or impaired the relevant director’s independence or judgment.

The types of transactions with director-affiliated organizations considered by the Board consisted of payments related to the purchase or sale of products and/or services (in the cases of Anderson, Becton, Fraser-Liggett,Burzik, Fraser, Jones, Larsen, Mecklenburg, Minehan, Orr, Overlock, Scott, and Sommer), the licensing of intellectual property rights (in the cases of Fraser-Liggett,Fraser, Mahmoud and Sommer) and charitable contributions (in the cases of Jones, Overlock and Sommer). With respect to Mr. Scott, these included transactions between BD and CIGNA Corporation, pursuant to a relationship that pre-dated Mr. Scott becoming an executive officer of CIGNA. CIGNA is one of BD’s medical claims administrators under BD’s self-insured medical plan, which involves the administration and processing of medical claims for BD associates. BD pays CIGNA an administrative fee for the use of CIGNA’s networks, claims processing and customer service inquiries. CIGNA also acts as the insurer for BD’s Basic and Voluntary Accident Programs and Business Travel Accident insurance program for BD associates, for which BD pays to CIGNA the premiums for BD associates’ basic insurance coverage. BD paid approximately $381,000 for these services in fiscal year 2011. With respect to Ms. Minehan, the Board reviewed transactions with Goldman Sachs, of which Ms. Minehan’s husband is a Managing Director. Goldman Sachs provided investment banking and certain financial services to BD during the year, for which BD paid approximately $5 million. In both cases, the amounts paid were well below the dollar thresholds set under the Principles to determine that a business relationship is material. Accordingly, the Board concluded that these were not material relationships that would impede the exercise of independent judgment by Ms. Minehan or Mr. Scott.

The Board has also established a written policy (the “Policy”) requiring Board approval or ratification of transactions involving more than $120,000 per year in which a director, executive officer or shareholder owning more

than 5% of BD’s stock (excluding certain passive investors) or their immediate family members has, or will have, a material interest. The Policy is available on BD’s website atwww.bd.com/investors/corporate_governance/. The Policy excludes certain specified transactions, including certain charitable contributions, transactions available to associates generally, and indemnification and advancement of certain expenses. The Corporate Governance and Nominating Committee is responsible for the review and approval or ratification of transactions subject to the Policy. The Corporate Governance and Nominating Committee will

approve or ratify only those transactions that it determines in its business judgment are fair and reasonable to BD and in (or not inconsistent with) the best interests of BD and its stockholders,shareholders, and that do not impact the director’s independence.

During fiscal year 2011,2012, BD paid affiliates of State Street Bank and Trust CompanyCorporation (“State Street”) (and its affiliated operating units), a holder of more than 5% of BD common stock, $763,500$870,000 for banking services and investment management of various 401(k) funds. These transactions arewere not required to be approved under the Policy, since State Street is considered a passive investor in BD.

Code of Conduct

BD maintains a Code of Conduct (the “Code”) that is applicable to all directors, officers and associates of BD, including its Chief Executive Officer, and its Chief Financial Officer, principal accounting officer and other senior financial officers. It sets forth BD’s policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of BD’s assets, and business ethics. The Code also sets forth procedures for the communicating and handling of any potential conflict of interest (or the appearance of any conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal controls and auditing matters.

BD also maintains an Ethics Help Line telephone number (the “Help Line”) for BD associates as a means of raising concerns or seeking advice. The Help Line is serviced by an independent contractor and is available to all associates worldwide. Associates using the Help Line may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with investigation of an inquiry. All Help Line inquiries are forwarded to BD’s Chief Ethics and Compliance Officer for investigation. The Audit Committee is informed of any matters reported to the Chief Ethics and Compliance Officer, whether through the Help Line or otherwise, involving accounting, internal control or auditauditing matters, or any fraud involving management or persons who have a significant role in BD’s internal controls.

The Chief Ethics and Compliance Officer leads the BD Ethics Office, which administers BD’s ethics program. In addition to the Help Line, the ethics program provides for broad communication of BD’s Core Values, associate education regarding the Code and its requirements, and ethics training sessions.

Any waivers from any provisions of the Code for executive officers and directors will be promptly disclosed to shareholders. In addition, certain amendments to the Code, as well as any waivers from certain provisions of the Code relatinggiven to BD’s Chief Executive Officer, Chief Financial Officer or principal accounting officer, will be posted at the website address set forth below.

The Code is available on BD’s website atwww.bd.com/investors/corporate_governance/. Printed copies of the Code may be obtained, without charge, by contacting the Corporate Secretary, BD, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone 1-201-847-6800.

REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE

The primary objective of the BD compensation program is to fully support the strategic business goal of delivering superior long-term shareholder returns through sustained revenue growth, EPS growth, and return on capital.capital and other metrics. As such, we intend to ensure a high degree of alignment between pay and the long-term value and financial soundness of BD. The Compensation and Benefits Committee of the Board of Directors (the “Committee”) has established the following compensation principles to meet this objective:

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and, based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in BD’s Annual Report on Form 10-K for the year ended September 30, 20112012 and in this proxy statement.

COMPENSATION AND BENEFITS COMMITTEE

Edward F. DeGraan—Chair

Basil L. Anderson

Marshall O. Larsen

James F. Orr

Willard J. Overlock, Jr.

Bertram L. Scott

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses our executive compensation program and the compensation actions taken with respect to the executive officers named in the Summary Compensation Table on page 41.39. We sometimes refer to these individuals as the “named executive officers” or “NEOs.” Mr. Elkins, who served as BD’s Executive Vice President and Chief Financial Officer during fiscal year 2012, resigned from BD effective November 9, 2012.

All references in this section to years are references to our fiscal year, which ends on September 30, unless otherwise noted.

This section includes a discussion of performance targets in the limited context of our executive compensation program. These targets are not statements of management’s expectations of our future results or other guidance. Investors should not use or evaluate these targets in any other context or for any other purpose.

Executive Summary

Overview of our compensation program

Our goal is to provide an executive compensation program that best serves the long-term interests of our shareholders. We believe that attracting and retaining superior talent is a key to delivering superiorlong-term shareholder returns, and that a competitive compensation plan is critical to that end. Therefore, we intend to provide a competitive compensation package to our executives tiethat ties a significant portion of pay to performance and utilizeutilizes components that best align the interests of our executives with those of BD’s shareholders.

The following is a summary of important aspects of our executive compensation program discussed later in this section.

Overview of 20112012 operating performance and executive compensation

BD delivered solid results in 2011, with all three segments contributing to our growth. During the year, BD experienced2012, driven by strong growth in safetysafety-engineered device sales and in emerging markets. Similar to recent years, however, BD and2011, the

medical device industry continued to face a challenging business environment. Variousdifficult macroeconomic conditions that adversely affected our underlying growth and profitability during the year. We These conditions

continued to seeput downward pressure on healthcare utilization in Western Europe and in the U.S., which led to weakened overall customer demand and increased pricing pressure for certain products in our Medical segment. In addition, BD faced rising raw material costs,Our Biosciences segment was also unfavorably impacted in particular resins, throughout the year.developed markets by an uncertain academic research spending environment for high-end instruments and increased competitiveness in research reagents.

Despite these ongoing challenges, management continued to execute on BD’s managementstrategy and delivered solid results for the year. Highlights of our performance include:

Based on BD’s performance, BD’s revenues were slightly above the revenue target and its EPS was at 98% of the EPS target for the year under the PIP, which resulted in available funding for annualPIP awards under the PIP at 110%97% of target. As discussed below, the Compensation Committee, upon management’s recommendation, used its discretion to reduce the available funding forThe PIP awards to target levels, and, as a result, awardsmade to our named executive officers, as a percentage of their target awards, were generally in-linein line with their award targets. The year-over-year increase in PIP awards to BD’s Chief Executive Officer and other named executive officers reflects the decision by the Compensation Committee to significantly reduce 2010 PIP awards as part of BD’s cost-cutting measures.this funding factor. In addition, the relatively lower revenue growth BD experienced in 2011 comparedduring the 2010-2012 fiscal years relative to the Performance Unit targets contributed to afor that period resulted in there being no payout of 20% of target for the Performance Units covering the 2009-20112010-2012 performance cycle, continuing a trend over the last threefour performance cycles of below-target payouts for these awards. Consistent with our past practice, performance-based equity compensation represented a significant component of compensation in 2011. Equity2012. The increase in the equity compensation award values for our executives increased comparedMr. Forlenza from 2011 was due to 2010,his election as Chief Executive Officer at the beginning of the fiscal year. The other increases in equity compensation paid to NEOs were based on performance, and adjustments madeincreased responsibilities assumed during the year and/or to align award values with those of peer companies.market practices.

Objectives of Our Executive Compensation Program

The objectives of our executive compensation program include:

Offering competitive compensation. We seek to offer a competitive compensation package that helps us attract and retain our executives.

Linking compensation to performance. We seek to implement a pay-for-performance philosophy by tying a significant portion of pay to financial and other goals that support long-term shareholder value.

Aligning executives with our shareholders. We seek to align the interests of our executives with those of our shareholders through equity compensation and share ownership guidelines.

The Process for Setting Executive Compensation

The role of the Compensation Committee, its consultant and management

The Compensation Committee oversees the compensation program for the named executive officers and our other executive officers. The Compensation Committee is assisted in fulfilling its responsibilities by its independent consultant, Pay Governance LLC (“Pay Governance”), and BD’s senior management. Additional information about our process for setting executive compensation, including the role of Pay Governance and management, may be found on pages 13-14.11-12. In order to maintain the independence of its outside consultant, the Compensation Committee has established a policy that prohibits its consultant from performing any services for BD or BD’s management without the Compensation Committee’s prior approval. In accordance with this policy, BDPay Governance did not engage Pay Governance to perform services for BD or its management in 2011.2012.

At last year’s Annual Meeting of Shareholders, approximately 96%Approximately 95% of the shares voted last year were cast in support of BD’s executive compensation and related disclosures for 2010 in connection with the shareholder advisory vote on executive compensation. The Compensation Committee viewed the results of this vote as general broad shareholder support for our executive compensation program. Accordingly, no changes were made toBased on this result and our ongoing review of our compensation policies and decisions, we believe that our existing compensation program as a resulteffectively aligns the interests of our named executive officers with the vote.long-term goals of BD.

The use of market comparison data

The Compensation Committee considers a number of factors in structuring our program and making compensation decisions. This includes the compensation practices of select peer companies in the healthcare industry, which we refer to as the “Comparison Group.” These companies were chosen by the Compensation Committee after considering the recommendations of Pay Governance and management, and were selected because they have significant lines of business that are similar to BD’s. The Compensation Committee believes that reference to the Comparison Group is appropriate when reviewing BD’s compensation program because it believes we compete with these companies for executive talent. The Compensation Committee reviews the composition of the Comparison Group at least annually. The companies in the Comparison Group for 20112012 were:

Abbott Laboratories, Johnson & Johnson and Roche Diagnostics are included in the Comparison Group in order to increase the number of comparable positions for which compensation data is gathered when reviewing the compensation of Messrs. Forlenza, Kozy and Cohen. Compensation data from these three companies was not considered by the Compensation Committee when reviewing the compensation of Messrs. LudwigForlenza, Elkins and Elkins.Sherman.

The table below sets forth revenue and market capitalization information regarding the Comparison Group:

The Compensation Committee attempts to set the compensation of our executive officers at levels that are competitive with the companies listed above, and uses market comparison data regarding these companies as a guide. The Compensation Committee estimates the median salary, annual cash incentive and long-term equity compensation and(and the combined total of these elements,elements) of persons holding the same or similar positions at the companies listed above, based on the most recent market data available. The Compensation Committee then generally seeks to set the compensation of our executive officers for each of these elements within a competitive range of the median, assuming payout of performance-based compensation at target. An executive’s actual compensation may vary from the target amount set by the Compensation Committee based on the individual’s

and BD’s performance and changes in our stock price. The use of market comparison data, however, is just one of the tools the Compensation Committee uses to determine executive compensation, and the Compensation Committee retains the flexibility to set target compensation at levels it deems appropriate for an individual or for a specific element of compensation. The Compensation Committee believes that the target compensation paid toset for the named executive officers in 20112012 was competitive with median levels, except that Mr. Forlenza’s salary and equity compensation was higher in recognitionwere set towards the lower end of the dutiesrange for CEOs at the Comparison Group companies used for comparison purposes, due to the fact that he had as Chief Operating Officer duringwas new to the yearposition in addition to his duties as President.2012.

Because the Compensation Committee reviews each compensation element individually, compensation decisions made with respect to one element of compensation generally do not affect decisions made with respect to other elements. It is also for this reason that no specific formula is used to determine the allocation between cash and equity compensation, although it is the Compensation Committee’s intent that equity compensation represent the largest percentage in terms of target value of total target compensation. In addition, because an executive’s compensation target is set by reference to persons with similar duties at the Comparison Group companies, the Compensation Committee does not establish any fixed relationship between the compensation of our Chief Executive Officer (sometimes referred to as the “CEO”)CEO and that of the other named executive officers.

The use of tally sheets

The Compensation Committee is annuallyfrom time-to-time provided a “tally sheet” report prepared by management for each named executive officer. The tally sheet includes, among other things, total annual compensation, the value of unexercised or unvested equity compensation awards, and amounts payable upon termination of employment under various circumstances, including retirement or following a change of control. The Compensation Committee uses tally sheets to provide perspective on the wealth the executives have accumulated from prior equity awards and plan accruals and their retentive value, consider any changes to our program that may be appropriate (including the mix of compensation elements), and provide additional context for their compensation decisions.

Our emphasis on pay-for-performance

Performance-based compensation

While we do not use a specific formula to determine the mix of performance-based and fixed compensation, PIP awards and performance-based long-term incentiveequity compensation represent a significant portion of the compensation paid to our named executive officers. (We view PIP awards, Performance Units and SARs as performance-based pay for this purpose.) In 2011, 88%2012, 73% of Mr. Ludwig’sForlenza’s target compensation and an average 80%of 68% of the target compensation of the other named executive officers was performance-based and not guaranteed. We view PIP awards and long-term incentive compensation (Performance Units and SARs) as performance-based pay for this purpose.

20112012 Total Target Compensation

The above charts are based on the target values of performance-based compensation. Actual amounts received (and the percentage of total compensation coming from performance-based compensation) may differ based on actual performance and BD’s stock price.

How BD measuresmeasured performance in 2012

The goal of our compensation program is to provide incentives for management to deliver superior near-term and long-term performance. The vehicle for rewarding near-term performance is the PIP. TheFor 2012, the Compensation Committee evaluates near-termevaluated performance under this plan based primarily on BD’s diluted earnings per share from continuing operations (“EPS”)EPS for the year. The Compensation Committee usesused EPS because it is the primary basis on which BD sets performance expectations for the year and it is a widely usedwidely-used measure of overall company performance. However, because the Compensation Committee believes sustained revenue growth is necessary to create long-term shareholder value, it also setsset a revenue target for the year, although not weighted as heavily as EPS.

The vehicle for rewarding long-term performance is equity compensation, consisting of SARs andincluding Performance Units. The Compensation Committee evaluates long-term performance based on how well BD is executing on its strategy for profitable growth. TheFor the Performance Units granted in 2012, the two metrics the Compensation Committee measures this throughused to measure performance were long-term revenue growth and return on invested capital (which(“ROIC”), which measures profitability and how effectively company assets are being used). These are the two performance metrics BD uses for its Performance Units.used. These two metrics require the named executive officers to effectively manage a number of different aspects of the business, including new product introductions, productivity improvements and expansion into geographic markets.

The other way equity compensation is tied to our long-term performance is its linkage to the BD stock price. We believe that sustained performance with respect to revenue growth and return on invested capital should, over time, result in the creation of long-term shareholder value and be reflected in our stock price. If the named executive officers are not successful in creating this shareholder value, this will reduce the value they realize fromof their equity compensation.compensation will be reduced.

When setting performance targets for the PIP and Performance Units, the Compensation Committee considers the environment in which BD is operating. As discussed before, the global economy generally, and the healthcare industry specifically, ishas been facing very challenging conditions.conditions over the last several years. The Compensation Committee seeks to reward what it deems to be superior performance by management in light of the then current marketeconomic conditions and growth trends in the market segmentsmarkets BD serves, and sets what it believes are reasonably achievable performance targets for BD at the time of grant.time. The Compensation Committee also structures these plans so that payouts are aligned with BD’s performance against these targets. For instance, as discussed further below, a 1% shortfall in performance against a PIP performance measure target would result in a 2.5% decrease in funding with respect to that measure. Likewise, a 1% shortfall in performance against the revenue growth target set under the Performance Units we issued in 20112012 would reduce the payout of the awards by 12%.

Changes to performance-based compensation for 2013

Previously, BD’s compensation programs have been focused on key financial indicators of operating success, including revenue growth, EPS and ROIC. Over the past few years, our industry has changed and become more challenging based on a variety of factors. Looking ahead, we believe the strategic objectives for BD will include not only revenue growth, EPS and ROIC, but also operational efficiency, which frees up funds that BD can use to invest in its future. Therefore, it will be important that going forward, our compensation program reinforce and reward behaviors that support a balance of growth, profitability and operating efficiency. In addition, given the current market conditions, we believe it is important to incorporate a measure of BD’s performance that relates BD’s performance to peer companies facing these same market conditions.

With this in mind, during 2012, the Compensation Committee, with input and recommendations from Pay Governance and management, conducted a review of BD’s annual and long-term incentive compensation to identify ways to improve the overall design of our executive compensation program. Based on this evaluation, the Compensation Committee approved the following changes for 2013.

PIP. Free cash flow as a percentage of sales will be added as a third performance metric, in addition to the existing revenue and EPS metrics. EPS will be weighted 50%, and the revenue and free cash flow metrics will each be weighted 25%. “Free cash flow” means cash flow from our operating activities, less capital expenditures and capitalized software. The free cash flow as a percentage of sales metric was added because efficient use of cash is an important driver of our ability to fund ongoing product development and innovation, a key strategic priority for BD. Adding this free cash flow metric also provides for a more balanced set of performance targets that focus on both profitability and operating efficiency.

Equity Compensation. The Compensation Committee changed the performance metrics for the Performance Units issued in 2013, replacing revenue growth with relative total shareholder return (“TSR”). Relative TSR measures BD’s stock performance (assuming reinvestment of dividends) during the performance period against that of peer companies. Relative TSR and ROIC will both be weighted 50% in determining Performance Unit payouts. The Compensation Committee chose relative TSR as a new performance metric because it allows payouts to be based on how BD’s performance, as reflected in our stock price over time, compares to peer companies facing similar business conditions, and it is directly tied to shareholder outcomes. A majority of Comparison Group companies that include performance-based stock units in their equity compensation use relative TSR as a performance metric.

Our risk analysis of performance-based compensation

While a significant portion of executive compensation is performance-based, we do not believe that our program encourages excessive or unnecessary risk-taking. While risk-taking is a necessary part of operating and growing a business, the Compensation Committee focuses on aligning BD’s compensation policies with our long-term strategy and attempts to avoid short-term rewards for management decisions that could pose long-term risks to BD. This includes:

•

Share Ownership Guidelines. Our share ownership guidelines ensure that our executives have a significant amount of their personal wealth tied to long-term holdings in BD stock.

The Key Elements of Our Compensation Program

The key elements of our executive compensation program are summarized in the table below.

The Compensation Committee believes this combination of cash and equity compensation furthers the objectives of our executive compensation program. Based on prevailing market practices, the Compensation Committee provides abelieves this mix of salary, annual cash incentive and equity compensation awards to offeroffers a competitive compensation package.package to our executives. This structure also promotes our pay-for-performance philosophy by linking pay levels to both our near-term performance (through PIP awards) and long-term performance (through equity compensation). A significant portion of compensation is also provided through equity compensation awards, which align the interests of the executives with our shareholders, promote executive retention and reward the creation of shareholder value.

How PIP Payments and Equity Compensation Are Awarded

PIP

The PIP provides our executives an opportunity to receive a cash award for BD’s performance for the fiscal year and their contribution to that performance, as part of our pay-for-performance philosophy.

Target awards. Target PIP awards for the named executive officers are expressed as a percentage of base salary earned during the year. The “Grants of Plan-Based Awards in Fiscal Year 2011”2012” table on page 4441 shows the range of possible awards under the PIP.PIP, based on certain assumptions.

The factors the Compensation Committee considers when setting PIP awards include BD’s overall performance for the year compared to the performance targets and the level of available funding (discussed below), as well as the executive’s target award and performance. CEO performance is measured against the performance goals for the year established by the Board. For the other named executive officers, the CEO provides an assessment to the Compensation Committee of how those executive officers performed against the performance objectives set for the businesses or functions they oversee. In each case, the performance objectives for a named executive officer involve a combination of quantitative and qualitative goals. However, no specific formula or weighting of individual performance objectives is used to determine a named executive officer’s PIP award, nor is the achievement of any particular individual performance objective a condition to receiving an award. Instead, the Compensation Committee uses its business judgment to determine the appropriate PIP award to recognize BD’s performance and the executive’s contribution.

Performance Targets.targets. Available funding for PIP awards is determined by a formula tied tobased on how BD performs during the year against the performance targets set by the Compensation Committee. For 2011,2012, these included EPS and revenue targets, with EPS performance weighted 75% and revenue performance weighted 25%. The EPS and revenue targets were based on BD’s business plan for the fiscal year. Revenues for the year are measured after eliminating the estimated effects of foreign currency translation so that only BD’s underlying performance is considered.

As previously discussed, we use EPS as a performance target because it is the primary basis on which we set our performance expectations for the year and EPS is a widely usedwidely-used measure of overall company performance. For this reason, EPS is more heavily weighted than revenue growth.revenues. The revenue target was added to increase management’s focus on achieving strong “top-line” growth, consistent with our business strategy. We believe that consistent EPS and revenue growth will result in the creation of long-term shareholder value. We also use these targets because they are clear, measurable and easy for our associates to understand.

Funding for PIP awards is determined by a formula. For both EPS and revenues, the Compensation Committee measures how BD performed against the target goal.goal to arrive at a funding factor. For every 1% of performance above target for one of the measures, funding is increased 5%, and for every 1% below target, funding is decreased 2.5%. Performance below 90% of target resultswould have resulted in no funding for that particular performance measure. The performance factors for both measures are then weighted, as described above, to arrive at a final funding amount. In the Compensation Committee’s discretion, actual awards, as a percentage of a named executive officer’s target, may be more or less than the overall performancefunding factor.

When comparing BD’s operating results against the performance targets, the Compensation Committee has the discretion to adjust BD’s results to account for acquisitions and divestitures, and for items that are not considered part of our ordinary operations. This ensures that management makes decisions based on the best interests of BD, rather than the possible effects on compensation. This discretion is also used to make sure our executives are not unfairly penalized or benefitted by these types of events.

Long-Term Equity CompensationLong-term equity compensation

The equity compensation awards made to the named executive officers in 20112012 consisted of SARs, Performance Units and Performance Units.TVUs. A description of each type of award is on page 45.42. TVUs were added in 2012 to reduce the volatility in amounts realized from equity compensation that can arise when purely performance-based equity compensation is used. The Compensation Committee uses this mix of equity vehicles to promote the objectives of our program. SARs are intended to reward the executives for the creation of shareholder value over the term of the award, whileaward. Performance Units are intended to reward the named executive officers for sustained long-term performance, of the Company, regardless of movements in our stock price. All three types of awards align the interests of our executives with our shareholders and help promote executive retention.

How equity awards are determined. The Compensation Committee determines the grant date dollar value of the award to be made to each named executive officer based on market compensation comparison data and individual performance,performance. SARs, Performance Unit and TVU awards are then made, with SARs and Performance Units each making up approximately half40% of suchthe total award value, inand TVUs the remaining 20%. Performance Units and the other half in SARs. Performance UnitsTVUs are valued at grant based on a 20-day moving average stock price, while SARs are valued using an option valuation model that uses certain assumptions, such as stock volatility, dividend yield and the expected life of the SARs. The values given to equity compensation awards by the Compensation Committee are only estimates and are not intended to be predictive of the actual value that will be realized from the awards.

Performance Unit targets.The performance measures used for the Performance Units aregranted in 2012 were average annual revenue growth and average annual return on invested capital (“ROIC”). For the awards made in 2011, revenue growth isROIC, with each weighted 60% and ROIC is weighted 40%50%. In setting revenue growth and ROIC targets, the Compensation Committee considersconsidered BD’s business plan at the time of the grant and what the Compensation Committee believes isbelieved was a reasonable range of performance over the performance period, as well as economic trends in the segments in which we operate. The Compensation Committee’s goal is to set challenging but achievable targets. As we discussed earlier, we use revenue growth and ROIC were used as performance metrics because they are directly tied to our long-term growth strategy. As with the PIP, revenue growth isrevenues are measured after eliminating the estimated effect of foreign currency translation so that only underlying performance is counted. The Compensation Committee believes that sustained performance in revenue growth and ROIC will lead to increased long-term value for our shareholders.

Performance Unit awards are given a share target. The actual number of shares issued is determined by a grid, and can range anywhere from zero (if BD fails to meet the minimum performance threshold for both revenue growth and ROIC) to 200% of the share target (if BD meets or exceeds the maximum performance threshold for both revenue growth and ROIC). In determining payouts, the Compensation Committee has the discretion to adjust BD’s operating results to account for events that occur during the performance period, similar to its discretion under the PIP.

Compensation Actions

Below is a discussion of compensation actions taken with respect to the named executive officers.

Salary adjustments

The base salaries of the named executive officers are reviewed each November, and any adjustments go into effect on January 1 of the following calendar year. The increasesIn connection with Mr. Forlenza’s election as Chief Executive Officer, his salary was increased from $750,000 to $900,000, effective October 1, 2011. Mr. Kozy received an approximate 11% increase in salary to account for additional duties he assumed in his role as Executive Vice President, including oversight of our three business segments. Mr. Elkins and Mr. ForlenzaKozy received the additional title of Chief Operating Officer in calendar year 2011November 2012. The salary increases of the other named executive officers were made to recognize their 2010 performance and make market adjustments based on the compensation paidin-line with salary increases at the Comparison Group companies.BD generally.

PIP awards

OurThe threshold performance, target performance and maximum performance under the PIP for 20112012, along with BD’s performance during the year (adjusted as described below) compared to the performance targets was, were as follows:

The revenue target represented 4.2% growth over 2010, while

Reported EPS for the EPS target represented 12% growth (11% if 2010 EPS is adjusted for a one-time charge).year was $5.30. In reviewing BD’s EPS performance against the performance targets,target, the Compensation Committee used its discretion to eliminate the effects of$0.04 per share dilution from our Acurri CytometersKiestra and Carmel PharmaSirigen acquisitions during the year. No adjustment was made(which were not budgeted for the non-cashyear) and the $0.06 per share charge BD reported takingtook during the year relating to pension settlements, since it did not relate to BD’s underlying performance. This resulted in adjusted EPS of $5.41 (adjusted for rounding). Revenues from those acquisitions were also excluded from the termination of a research program in our Diagnostics Systems unit.

revenues for the year. Under the PIP funding formula, this performance resulted in funding for awards at 110%97% of target. However, based on management’s recommendation and after considering a number of factors, the Compensation Committee used its discretion to only fund PIP awards at target levels. This is the second year in a row the Compensation Committee set actual funding lower than was available under the PIP formula, which we believe demonstrates BD’s commitment to pay-for-performance and aligning executive compensation with the interests of our shareholders.

The following table shows the PIP awards granted for 2011.2012. These awards are also set forth in the Summary Compensation Table on page 4139 under the heading “Non-Equity Incentive Plan Compensation.”

The PIP awards made to the named executive officers, as a percentage of their target awards, were generally in-line with the targetPIP funding approvedfactor, and where they did exceed the factor, did not do so by more than 5%. In making these awards, the Compensation Committee and reflect what the Compensation Committee believes was superiorconsidered a number of factors, including individual contributions to BD’s performance during the year by BD’s management team. While economic conditions adversely impacted BD’s revenue growth, BD still achieved its earnings goal for the year. SignificantDespite the continuing industry challenges in the medical device industry, BD exceeded its revenue goal and substantially met its EPS goal under the PIP, while still maintaining its level of investment in research and development and emerging markets. BD’s performance also reflected management’s continued progress was also made during the year on BD’s growth initiatives intended to position BD for long-term success, including launching several new products, achieving milestones for a number of new productsproduct launches during the year and expanding our presence in development, and further developing BD’s innovation strategy, including improvements in BD’s portfolio assessment capabilities.emerging markets. In addition, BD continuedexecuted on its successful expansion in emerging marketsstrategy to supplement internal growth with strategic acquisitions by completing the Kiestra and continued to deliver strong performance in these markets.Sirigen transactions. Management also met its objectives on BD’s most significant efficiency initiatives, including meeting 2011 milestones forcompleted the initial rollout of BD’s enterprise resource planning system upgrade and achieving targeted savings from our ReLoCo program, which is aimed at reducing production costs.

The PIP award grantedtook other steps toward improving operating efficiency, including the opening of new shared service centers to Mr. Ludwig reflects a significant increase over his 2010 bonus of $850,000. This is attributable to the fact that the Compensation Committee purposely reduced the 2010 PIP awards to our named executive officers as part of cost-cutting efforts at BD. As a result, Mr. Ludwig received an award equal to only 66% of his target award for 2010, despite the fact that BD exceeded target performance for the year and the PIPreduce overhead expense.

performance factor was 110% of target. Mr. Ludwig’s target award for 2010 was $1,284,000, and had Mr. Ludwig received a 2010 award at 110% of target, his award would have been $1,412,400, as shown below.

Comparison of CEO PIP Awards

Equity compensation awards

The Compensation Committee made the SAR and Performance Unitequity compensation awards to the named executive officers shown on page 44. The increases in value from the prior year’s awards represent adjustments made in target award values after considering individual performance and compensation data relating to the Comparison Group. In particular, the Compensation Committee had set Mr. Elkins’ prior year’s award below what the Compensation Committee would consider a competitive level, since he was new to his role when the grant was made.41. The increase in equity compensation for Mr. Forlenza compared to 2011 was in connection with his election as BD’s Chief Executive Officer at the 2011beginning of 2012. The other changes in equity-based compensation paid to NEOs were based on performance and to align award values with market practices, and, in the case of Mr. Kozy, to Mr. Elkins representsreflect an adjustment to bring his target award into a competitive range for chief financial officers.increase in responsibilities.

The Performance Units included in these awards cover the 2011-20132012-2014 performance period. The minimum and maximum performance thresholds are 1% and 11%, respectively, fortarget revenue growth and 26% and 34%, respectively, for ROIC. Target performance for each measure is set at the mid-point of the range. The revenue growth target for these awards is higher than the revenue growth4.3% and target set for 2011 under the PIP because the Performance Units measure a three-year performance period rather than a one-year period.ROIC is 24%. The Compensation Committee believes the revenue growth target for these awards represents a challenging goal for management given the current economic climate BD continues to operate in and its expected effectimpact on BD’s near-termoperating results.

Payout of prior Performance Unit awards

2008-20102009-2011 performance period

In November 2010,2011, Performance Units covering the 2008-20102009-2011 performance period vested. These awards had performance targets of 8.5% currency-neutral revenue growth and 31% ROIC. Our adjusted revenue growth and ROIC over the performance period were 5.8%4.5% and 30.8%29%, respectively. This resulted in a payout of these awards at 44%20% of the share target. In determining the payout, the Compensation Committee used its discretion to

eliminate the effects of acquisitions and divestitures, and a charge relating to the pending settlement of certain antitrust cases, since this settlement did not relate to BD’s underlying performance. These adjustments reducedincreased the payout from 45%15% to 44%20%.

2009-20112010-2012 performance period

In November 2011,2012 (fiscal year 2013), Performance Units covering the 2009-20112010-2012 performance period vested. These awards also had performance targets of 8.5%7% currency-neutral revenue growth and 31%32% ROIC. Our revenue growth and ROIC over the performance period were 4.5%3.9% and 29%27.2%, respectively, resulting in a payout of 20% of the share target. In determining the payout, the Committee used its discretion to eliminate the effects of acquisitions duringrespectively. Based on our results over the performance period, and the litigation charge discussed above. These adjustments increased thethere was no payout from 15% to 20%.for these awards.

Three-year Performance Unit payout trend

As was stated earlier, BD has been operating in a challenging economic environment the last fewseveral years. The impact of the global economic conditions on BD’s revenue growth and ROIC has also been reflected in Performance Unit payouts over this period, with the last threefour payouts being 77%, 44% and 20% of target

respectively. for the 2007-2009, 2008-2010 and 2009-2011 performance cycles, respectively, and no payout for 2010-2012. We believe BD’s revenue growth over this time reflects slower growth in the medical technology industry generally as a result of these macroeconomic conditions, rather than weaker growth of BD relative to industry trends. However, we believe these payouts demonstrate a high degree of alignment between pay and BD’s performance against the preset targets, as shown in the table below.

These reduced Performance Unit payouts have resulted in significant differences between the original grant date value of these awards and the amounts actually realized by the named executive officers, as shown below.below for the last three payouts.

Note: Realized values are determined based on the closing BD stock price on the vesting date and include deemed dividend reinvestment shares.during the vesting period. Mr. Elkins is not included in this table since hisElkins’ first Performance Unit award was made in 2010.

By contrast, while the named executive officers are not compensated based on relative shareholder returns, during the 2007-2011 period covered by these awards, BD provided an annualized total shareholder return of approximately 2.5% compared to a median return of approximately 1.2%2010 for the Comparison Group.

Compensation arrangements following CEO succession2010-2012 period.

Mr. Forlenza was elected as BD’s Chief Executive Officer, effective October 1, 2011, the start of our 2012 fiscal year, succeeding Mr. Ludwig in that role. Mr. Ludwig will continue to serve as BD’s Chairman of the Board and an executive officer of BD through June 2012, at which time he plans to retire and also leave the Board. In connection with Mr. Forlenza’s election as Chief Executive Officer, his salary was increased from $750,000 to $900,000, effective October 1, 2011, and his target award under the PIP for fiscal year 2012 was increased to 120%. Mr. Ludwig will continue to receive his current salary for his service as executive Chairman. Mr. Ludwig’s PIP target for 2012 will remain at 120%, but he will receive a pro-rated award based on the portion of the year he is with BD. Mr. Ludwig will not receive any long-term incentive compensation in fiscal year 2012.

Other Benefits Under Our Executive Compensation Program

Company transportation

The Compensation Committee encourages Mr. LudwigForlenza is encouraged to use BD aircraft for his personal and business travel in order to make more efficient use of his travel time, for personal security and to reduce business continuity risk. BD and Mr. Ludwig haveForlenza entered into a time-sharing arrangement with BD under which Mr. Ludwighe makes payments to BD for his personal use of BD aircraft. For 2011, Mr. Ludwig’s time-share payments covered all but $3,314 of the incremental costs relating to Mr. Ludwig’sForlenza did not take any personal flights. Additional informationflights on the time-sharing arrangement is set forthBD aircraft in the notes to the Summary Compensation Table on page 42.2012.

Deferred compensation

Our Deferred Compensation and Retirement Benefit Restoration Plan is an unfunded, nonqualified plan that, among other things, allows eligible associates to defer receipt of cash compensation and shares issuable under certain equity compensation awards. The plan is offered to our eligible associates as part of a competitive compensation program. It gives eligible associates the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under our tax-qualified 401(k) plan. We do not provide any guaranteed earnings on amounts deferred by the named executive officers. Earnings on these accounts are based on their individual investment elections. BD provides matching contributions on cash amounts deferred under the plan, subject to certain limits. A more complete description of the deferred compensation provisions of the plan begins on page 50.47.

Pension benefits

We offer retirement benefits for all of our U.S. associates. Because the Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under our qualified Retirement Plan, we provide additional retirement benefits through our nonqualified Deferred Compensation and Retirement Benefit Restoration Plan. Together, these plans are designed to provide a market-competitive level of income replacement for our retirement-eligible associates, reduce associate turnover and contribute towards providing a competitive compensation package. The named executive officers participate in these plans on the same basis as all eligible associates. We do not include the value of equity compensation in calculating pension benefits. A more complete description of our pension benefits begins on page 48.45.

Change of control agreements

We have an agreemententered into agreements with eachour named executive officerofficers relating to histheir employment following a change of control. This agreement provides the executive with continued employment for a period of two years following a change of control of BD, and provides certain benefits to the executive in the event his employment is terminated without cause or he leaves his employment for “good reason” (also known as a constructive termination), during this period. Generally, these benefits include a severance payment equal to a multiple of the executive’s salary and PIP award, and certain other benefits. A more complete description of the terms and potential payouts of our change of control agreements begins on page 53.50.

General purpose. Our change of control agreements are intended to retain the executives and provide continuity of management in the event of an actual or threatenedpotential change of control of BD. These change of control benefits are reviewed from time-to-time by the Compensation Committee to ensure that they are consistent with our compensation objectives and market practices. Based on information provided by Pay Governance, change of control arrangements are used by a substantial majority of the companies in the Comparison Group, and the terms of our agreements, including the severance multiple, are consistent with the prevailing practices at those companies. The Compensation Committee believes the benefits provided under these agreements are appropriate and are consistent with our objective of attracting and retaining highly qualified executives.

In setting the potential payments under these agreements, the Compensation Committee does not consider the wealth accumulated by the named executive officers under prior compensation awards or our benefit plans, because the Compensation Committee believes these agreements are important in protecting shareholder interests in the event of an actual or threatened change of control. In addition, while salary and PIP decisions affect the potential payouts under these agreements, this did not affect the Compensation Committee’s decision making. The Compensation Committee does not believe it is appropriate to base salary and PIP decisions on the potential effect they may have under change of control agreements that may never be triggered.

Triggering events. Our agreements contain a “double trigger”—that is, there must be a change of control of BDanda termination of the executive’s employment in order for any payments to be made. We opted for a

double-trigger, rather than a “single trigger” that provides for severance payments solely on the basis of a change of control, since a double trigger is consistent with the purpose of encouraging the continued employment of the executive following a change of control.

Tax reimbursement payments. In certain instances, payments made to a named executive officer on account of his termination may be subject to a 20% excise tax. To offset the effect of the excise tax, we will reimburse the named executive officer for the excise tax. We provide for these payments because they allow an executive to recognize the full intended economic benefit of his agreement and eliminate unintended disparities between executives that the excise tax can arbitrarily impose, owing to the particular structure of this tax

provision. However, while we believe these tax reimbursement provisions serve a valid purpose, in light of trends in executive compensation practices, any new change of control agreements that we enter into with our executive officers will not contain these provisions.

Other change of control provisions

Upon a change of control, all outstanding equity compensation awards granted to our associates, including the named executive officers, immediately vest. Unlike the “double trigger” discussed above, no termination of employment is required for the accelerated vesting of the awards. This “single-trigger” vesting provides our associates with the same opportunity as our shareholders to realize the value created by the transaction.

Significant Policies and Additional Information Regarding Executive Compensation

Recovery of prior compensation

The Board of Directors has adoptedWe have a policy that gives the Board the discretion to require a member of the BD Leadership Team to reimburse BD for any PIP award or Performance Unit payout that was based on financial results that were subsequently restated as a result of such member’sthat person’s misconduct. The Board also has the discretion to cancel any equity compensation awards (or recover payouts under such awards) that were granted to such person with respect to the restated period, and require the person to reimburse BD for any profits realized on any sale of BD stock occurring after the public issuance of the financial statements that were subsequently restated. The BD Leadership Team consists of 5057 members of senior management, and includes the named executive officers.

The policy also gives the Board the authority to require those members of the BD Leadership Team who were not involved in the misconduct to reimburse BD for the amount by which their PIP award or Performance Unit payouts exceeded the amount they would have received based on the restated results.

Share retention and ownership guidelines

In order to increase executive share ownership and promote a long-term perspective when managing our business, our share retention and ownership guidelines require the named executive officers and other members of the BD Leadership Team to retain, in shares of BD stock, 75% of the net after-tax proceeds from any equity compensation awards until the person achieves the required ownership level. The required ownership levels are as follows:

Shares held directly, shares held indirectly through our 401(k) plan and deferred compensation plan, and time-vested restricted stock units are included in determining a person’s share ownership. Each of the named executive officers hasMessrs. Forlenza, Kozy, Cohen and Sherman each have holdings in excess of his ownership requirement, other than Mr. Elkins, who joined BD in December 2008.requirement. We have a policy that prohibits our associates from pledging BD shares or engaging in options, puts, calls or other transactions that are intended to hedge against the economic risk of owning BD shares.

Timing of equity awardsaward grants

The Compensation Committee has adopted a policy that prohibits the backdating of any equity grantcompensation award and requires our annual equity compensation awards and any “off-cycle” awards approved by our CEO to be made on fixed dates. The policy also prohibits manipulating the timing of either the public release of information or the grant of an award in order to increase the value of the award. Under the policy, the exercise price of any stock option or SAR award will be the closing price of BD stock on the grant date.

Tax considerations

Section 162(m) of the Internal Revenue Code precludes BD from taking a federal income tax deduction for compensation paid in excess of $1 million to a named executive officer. This limitation does not apply, however, to “performance-based” compensation, which includes SARs, stock options, Performance Units and PIP awards. Salary does not constitute “performance-based” compensation and is subject to the limitations of Section 162(m).compensation. While the Compensation Committee generally attempts to preserve the deductibility of compensation paid to the named executive officers, the Compensation Committee believes the primary purpose of our compensation program is to support BD’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee maintains the flexibility to award compensation that may be subject to the limits of Section 162(m) if doing so furthers the objectives of our executive compensation program.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table shows the compensation provided by BD to each of the named executive officers.

20112012 SUMMARY COMPENSATION TABLE