BECTON DICKINSON (N.J.)
1997 SHAREHOLDERS' PROPOSALS
PROPOSAL ON CUMULATIVE VOTING
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia
Avenue N.W., Suite 215, Washington D.C. 20037, owner of 200
shares of Common Stock, has informed the Company that she plans
to introduce the following resolution at the meeting:
RESOLVED: "That the stockholders of Becton Dickinson
assembled in Annual Meeting in person and by proxy, hereby
request the Board of Directors to take the necessary steps to
provide for cumulative voting in the election of directors, which
means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the
number of directors to be elected, and he or she may cast all
such votes for a single candidate, or any two or more of them as
he or she may see fit."
The shareholder's statement in support of this resolution is as
REASONS: "Many states have mandatory cumulative voting, so
do National Banks."
"In addition, many corporations have adopted cumulative
"If you AGREE, please mark your proxy FOR this resolution."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
The Board of Directors regards its constituency to be all the
shareholders and believes that it can function most effectively
as a Board by sharing the common objective of advancing the best
interests of all shareholders rather than those of any particular
group. Directors elected through cumulative voting tend to
represent the interests of those shareholders who elected them at
the expense of the overall interests of the shareholders as a
Cumulative voting also would interfere with the continuing task
of the Committee on Directors to develop a balanced Board
comprised of individuals with the wide range of knowledge and
experience needed to most effectively perform its function.
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