Definitive Additional Materials





Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12
Becton, Dickinson and Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on January 29, 2013

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:     


LOGO      Easy Online Access — A Convenient Way to View Proxy Materials and Vote
   When you go online to view materials, you can also vote your shares.
   Step 1: Go to
   Step 2: Click on the icon on the right to view current meeting materials.
   Step 3: Return to the window and follow the instructions on the screen to log in.
   Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.





Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before January 15, 2013 to facilitate timely delivery.





Shareholder Meeting Notice      


Becton, Dickinson and Company’s Annual Meeting of Shareholders will be held on Tuesday, January 29, 2013 at 1:00 p.m. EST at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey.

The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5.


  1. Election of Directors:

Basil L. Anderson, Henry P. Becton, Jr., Catherine M. Burzik, Edward F. DeGraan, Vincent A. Forlenza, Claire M. Fraser, Christopher Jones, Marshall O. Larsen, Adel A.F. Mahmoud, Gary A. Mecklenburg, James F. Orr, Willard J. Overlock, Jr., Rebecca W. Rimel, Bertram L. Scott and Alfred Sommer


  2. Ratification of selection of independent registered public accounting firm.


  3. Advisory vote to approve named executive officer compensation.


  4. Amendment to the Company’s Restated Certificate of Incorporation.


  5. Amendments to the 2004 Employee and Director Equity-Based Compensation Plan.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Directions for the meeting can be found on the last page of the proxy statement.



   Here’s how to order a copy of the proxy materials and select a future delivery preference:
   Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
   Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
   PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

®       Internet – Go to Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.


®       Telephone – Call either of the following numbers using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. Within the U.S., U.S. territories and Canada, call toll-free at 1-866-641-4276. Outside the U.S., U.S. territories and Canada, call collect at 1-781-575-4581. You can also submit a preference to receive a paper copy for future meetings.


®       Email – Send email to with “Proxy Materials Becton, Dickinson and Company” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.


          To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by January 15, 2013.