Becton, Dickinson and Company (BDX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual 2022 Meeting of Shareholders of Becton, Dickinson and Company. Please note, today's meeting is being recorded. The meeting will follow the agenda posted on the meeting website. [Operator Instructions] It is now my pleasure to turn today's meeting over to Tom Polen, Chairman, Chief Executive Officer and President. Mr. Polen, the floor is yours.

Thank you, and good afternoon, ladies and gentlemen. It is 1:00 p.m. and the 2022 Annual Shareholders Meeting of Becton, Dickinson and Company is called to order. I'm Tom Polen, BD's Chairman, Chief Executive and President, and I'm pleased to welcome you on behalf of our directors and officers. Joining me today are Gary DeFazio, Senior Vice President and Corporate Secretary; and Francesca DeMartino, Senior Vice President, Investor Relations. Also joining us are the members of our Board of Directors and other members of BD management as well as representatives of our outside auditors, Ernst & Young. As we stated in our supplemental proxy materials, as a result of the ongoing COVID-19 pandemic, we're holding our meeting in a virtual format this year. The agenda and rules of conduct for the meeting are available on the meeting site. Shareholders will be able to submit questions online and vote during the meeting by following the instructions on the meeting website. We will have a question-and-answer session later in the meeting, during which we will respond to questions, including questions submitted prior to the meeting. As a reminder, by -- as provided in the rules of conduct, we will not address any questions or permit any commentary that are irrelevant to the business of the company, derogatory to individuals or that are otherwise in bad taste, related to personal grievances or a matter of individual concern that is not a matter of interest to shareholders generally. Additionally, we'll defer any questions about the company's current business results or full year outlook until our upcoming first quarter earnings call. I will now ask our Corporate Secretary to report on matters related to the meeting.

Mr. Chairman, I have proof of notice of this meeting in the form of an affidavit executed on behalf of Computershare, which will be filed with the minutes of this meeting. Ms. Alisa Zagare of Computershare has been appointed as inspector of election for this meeting and have taken the inspector's oath. The inspector has informed me that approximately 88% of the shares entitled to vote at this meeting are present in person or represented by proxy. A quorum is therefore present, and we may proceed with the business of this meeting. The polls of voting are open, and all shareholders entitled to vote at this meeting can do so online. Shareholders who have already voted by proxy need not vote again unless they wish to change their votes.

Thank you, Gary. We'll now move to the proposals included in the proxy statement. The first proposal is the election of the nominees for director listed in the proxy statement to serve for a term of 1 year. The second proposal is the ratification of the selection of Ernst & Young as the independent registered public accounting firm of the company for fiscal 2022. Ms. Molly John and Mr. Leon Van Horn of Ernst & Young are participating in the meeting today. The third proposal is an advisory vote to approve named executive officer compensation. The last item is a shareholder proposal from Mr. Kenneth Steiner regarding special shareholder meetings. Mr. John Chevedden will now have an opportunity to speak to this proposal. Operator, please open the line for Mr. Chevedden.

Hello. This is John Chevedden. Can you hear me okay?

We can, Mr. Chevedden.

Proposal 4, a special shareholder meeting improvement sponsored by Kenneth Steiner. Shareholders ask our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 15% of our outstanding common stock the power to call a special shareholder meeting. BDX now requires the backing of 25% of shares to call for a special shareholder meeting. This 25% of shares translates into more than 30% of the BDX shares that normally vote at our annual meeting. It would be hopeless to think that shareholders who do not even vote would go out of their way to take the special procedural steps to ask for a special shareholder meeting, and it goes downhill from here. All shares owned for listed and continuous full year are excluded from participation. Thus, the shareholders who own 30% of shares could easily determine that they own 40% of shares when the length of continuous stock ownership is factored out. A 40% stock ownership threshold to call a special shareholder meeting is nothing for management to brag about. Plus a special shareholder meeting implies urgency. Waiting for shares to age a year is the opposite of urgent, and this restriction largely defeats the whole purpose of a shareholder right to call a special shareholder meeting. Special meetings allow shareholders to vote on important matters such as electing new directors with special expertise or independents that may be lacking in our current directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund in 2021. This is more important at BDX because BDX does not have an independent Board Chairman and can thus be more susceptible to ignoring emerging opportunities or be blindsided by emerging problems. Our management is best served by providing for the means for 15% of shareholders who have special expertise to bring emerging opportunities or solutions to problems to the attention of management and all shareholders. This proposal topic won 45% support at the 2021 BDX Annual Meeting. This 45% support likely equaled majority support from the shares that have access to independent proxy voting advice. Management resistance to this reasonable proposal got a free ride on the backs of small shareholders who are forced to rely on the bias voting recommendations of management. Please vote yes, special shareholder meeting improvement, Proposal 4.

Okay. Thank you, Mr. Chevedden. Operator, please close the line for Mr. Chevedden. I will now share with you a presentation on BD's operations. Before I get started, I just want to remind you that I will be making some forward-looking statements today. And as such, I encourage you to read the disclaimer in today's presentation slides and the disclosures in our SEC filings, which are both available on the Investor Relations website. With that, let's turn to Slide 3 in today's presentation. To recap some important facts and figures, we make over 45 billion devices every year and serve patients in more than 190 countries, touching more patients than any other med tech company in the world. We're the leader in nearly every major category we serve and have established those positions through impactful innovation, world-class manufacturing, quality and global scale. The combination of our diverse geographies and businesses with our expansive engine is a unique strength and a source of durable performance. Strong growth in each segment in FY '21 is a testament to the innovation, impact and leadership we have across our businesses. And thanks to our team around the world who are focused on executing our strategy, BD had a strong year. On Slide 4, we built momentum through solid execution and outcome, and this is visible in our performance and in our progress. In FY '21, we beat our own revenue, EPS and cash flow expectations, and we raised guidance twice. And we did it while strengthening our impact in our strategic position. I'm also proud of the central role we played in the diagnosis, treatment and prevention of COVID-19. This past year, we also took a series of actions to create recurring and long-term value for shareholders, such as reinvesting our COVID testing proceeds, funding our growth and innovation fund and completing several acquisitions to drive future growth. Moving to Slide 5. We also took specific actions to improve cash flow and strengthened our balance sheet. We put BD in a position of strength to drive shareholder value as we returned a total of $2.8 billion to shareholders through our competitive dividend and share repurchase program. We also announced our 50th consecutive year of dividend increases and are proud to be 1 of only 16 companies to do so. On Slide 6, as we've discussed, we built our BD2025 strategy around 3 pillars: grow, simplify and empower. And we have specific programs to catalyze each element of our strategy, from our organic and inorganic product pipelines, to how we work with our customers, to how we deliver efficiencies and margin expansion and how we engage with the world around us. On Slide 7, we've made excellent progress executing our BD2025 strategy to create recurring and long-term value for shareholders. First, we've strengthened our long-term targeted growth profile to 5.5%-plus. Second, we reshaped our innovation pipeline through both organic R&D and tuck-in M&A. Third, we made significant progress and expanded our simplification programs, which supports improving gross and operating margins and a double-digit long-term target EPS growth profile. Fourth, our disciplined capital deployment strategy -- through our disciplined capital deployment strategy, we're driving very strong cash flow that is enabling investment into our business and capital return to shareholders. And lastly, our strong global team is hyper-focused on executing these plans. Moving to Slide 8. The portfolio approach that we're driving to deliver a new wave of long-term growth is built upon 2 axis, our durable core and transformative solutions. We consider each in a unique way to optimize performance. On the left side of this slide, you see our durable core, which is about $14 billion of our FY '21 revenue and is comprised of the products and solutions that are ubiquitous and form the backbone of health care around the world. These include products such as Vacutainer tubes, catheters, syringes, acute care pumps and sets and hernia mesh, just to name a few. We're the leader in nearly every product category we serve, with approximately 85% recurring revenue in our core. This creates a very stable and resilient business that delivers reliable, consistent growth. And the performance of our durable core, it fuels our investments in transformative solutions, which comprises about $4 billion of our FY '21 revenue. These are the breakthrough advances in higher-growth spaces that are aligned to the irreversible forces that are transforming the future of global health care and that we're targeting with our R&D and M&A investments. Moving to Slide 9. Our strong cash flow profile and balance sheet will continue to be important enablers of our growth strategy and long-term value creation. We've strengthened our free cash flow conversion in the last 2 years, averaging about 90%. And while this can fluctuate some year-to-year, on average, we do expect to maintain strong free cash flow conversion of around 90%. Our capital allocation priorities and approach can be categorized in 4 main buckets as we look ahead. We'll continue to invest in organic growth, with an emphasis on investing in R&D at competitive levels of about 6% of sales. After we invest in R&D, we expect to have about $18 billion of cash to invest through 2025. We expect to deploy capital expenditures efficiently at about $1 billion annually to acquire key technology and capacity-building assets to support growth. We intend to continue to increase our dividend over this time frame and maintain a competitive payout ratio. And after investing organically and returning value in the form of the dividend, there will be enough capital to support both tuck-in acquisitions and share repurchases with, on average, approximately $2 billion in cash available annually. Consistent with what we've shared, we don't plan to execute transformational acquisitions. However, given our balance sheet strength and cash flow profile, we would consider and could digest something over $2 billion that is aligned to our BD2025 strategy. We expect share repurchases to also be a consistent part of our value proposition as we resumed the program last year. At a minimum, we expect to buy back shares to offset dilution from share-based comp. However, the amount will be influenced by the acquisition pipeline. This capital allocation approach allows for consistent and compelling value creation. Moving to Slide 10. Our purpose as a company extends beyond the 45 billion products we manufacture and sell. Our company's impact on human health, communities and the planet is at the forefront of every decision we make. ESG is central to our identity as a good corporate citizen, and our strategy serves as a framework through which we address the most relevant ESG issues for BD and our shareholders. This past year, we announced our 2030 sustainability plan, which includes our commitment to reduce Scope 1 and 2 greenhouse gas emissions by 46% by 2030 and to be carbon neutral across direct operations by 2040. The science-based target is aligned with the 1.5-degree Celsius global emissions reduction pathway. We also signed on to the global -- or to the United Nations Race to Zero campaign. In addition, we increased disclosure of our inclusion, diversity and equity efforts, including for the Board and our associates. This includes our inaugural global inclusion, diversity and equity report, which highlights the progress BD is making in a critical aspect of human health. And for the first time this past year, we disclosed our consolidated EEO-1 report and pay equity information. We are proud of the external recognitions of our ESG strategy. A few of our most recent accomplishments include being named one of America's most just companies in the annual JUST 100 ranking and ranked in the top 3 within our industry, acknowledging BD's commitment to ESG performance. We're also named to The Wall Street Journal's Management Top 250 list, which recognizes the best managed companies of 2021. We were also recognized in the top 10 for a new metric that measures companies' results aligned with the UN Sustainable Development Goals and also being named the Newsweek's 2021 list of America's Most Responsible Companies. Moving on to Slide 11. In summary, BD is well positioned to create long-term value. Our reliable and strengthened growth profile is supported by a strong core of leadership positions in key categories that will be enhanced by an innovation pipeline and tuck-in M&A strategy that is balanced but very purposefully indexed towards higher-growth areas, and we're executing well. Additionally, we have clear simplification plans that are also progressing well and will be a key part of delivering our expanded operating margin goal. We are committed to strong cash flow generation, maintaining a disciplined capital deployment strategy, all of which support a compelling financial profile. BD's future is very bright and our opportunity to make an impact has never been greater. This isn't theoretical or overly ambitious, this is happening right now. Thank you, and I look forward to providing further details on our progress on our February 3 earnings call. At this time, I declare the polls closed, and I will ask our Corporate Secretary to report the preliminary voting results. The final results will be available after the votes have been certified by the inspector. Gary?

On the election of directors, each director nominee received the affirmative vote of a majority of the votes cast and has been elected to serve for a term of 1 year. Proposal 2, the selection of Ernst & Young as the independent registered public accounting firm of the company for fiscal year 2022 has been ratified, receiving the affirmative vote of 94% of the votes cast. Proposal 3, the advisory vote regarding named executive officer compensation has been approved, receiving the affirmative vote of 79% of the votes cast. Proposal 4, regarding special shareholding meetings, 54% of the shares cast were voted for and 46% were voted against, and the proposal has passed.

Thank you, Gary. We'll now transition to the question-and-answer portion of our meeting. I will now turn it over to Francesca DeMartino, who will moderate the Q&A session.

Thank you, Tom. Ladies and gentlemen, we will now begin our Q&A session. As Tom noted earlier, we will not address any questions that are not relevant to the business of the meeting. Additionally, we will not address any questions relating to BD's first fiscal quarter or full year 2022 outlook during this meeting. BD's next earnings call will be on February 3. At this time, we have not received any pre-submitted questions, and there are no questions in the queue. Tom, you may proceed with your closing remarks.

Okay. Thank you, Francesca. That concludes the business of the meeting, and I now declare the annual meeting adjourned. Thank you all for participating.

This concludes the meeting. You may now disconnect.