Baxter International Inc. Files 8-K on Director Changes and Compensation

TL;DR

BAX filed an 8-K: director changes, compensation updates, and shareholder votes. Governance shifts incoming.

AI Summary

Baxter International Inc. filed an 8-K on May 9, 2024, reporting on several key events including the departure of a director, election of a new director, and amendments to compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and financial statement disclosures. Specific details regarding the individuals involved in the director changes and the nature of the compensatory arrangements are provided within the document.

Why It Matters

This filing provides crucial updates on Baxter's corporate governance and executive compensation, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and does not appear to disclose any significant new risks or financial distress.

Key Players & Entities

• BAXTER INTERNATIONAL INC (company) — Filer
• 20240509 (date) — Filing Date
• 20240507 (date) — Period of Report

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value BAX (NYSE) New York Stock Exc

Filing Documents

• bax-20240507.htm (8-K) — 70KB
• 0001628280-24-022267.txt ( ) — 273KB
• bax-20240507.xsd (EX-101.SCH) — 4KB
• bax-20240507_def.xml (EX-101.DEF) — 20KB
• bax-20240507_lab.xml (EX-101.LAB) — 36KB
• bax-20240507_pre.xml (EX-101.PRE) — 20KB
• bax-20240507_htm.xml (XML) — 7KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting, the stockholders of the Company approved an amendment and restatement of the Company's Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") to permit the exculpation of certain officers of the Company to the extent permitted under Delaware law. On May 7, 2024, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, with such Amended and Restated Certificate of Incorporation becoming effective immediately upon filing. The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the text of the Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On May 7 , 2024, the Company held its 2024 Annual Meeting. The following is a summary of the matters voted on at the 2024 Annual Meeting. (a) The eleven nominees for director were elected as follows: Nominee For Against Abstain Broker Non-Votes Jos (Joe) E. Almeida 403,353,452 29,381,654 1,388,922 34,134,134 William A. Ampofo II 431,348,989 2,270,921 504,118 34,134,134 Patricia B. Morrison 428,993,604 4,658,468 471,956 34,134,134 Stephen N. Oesterle, M.D. 428,043,745 5,579,233 501,050 34,134,134 Stephen H. Rusckowski 429,269,980 4,353,686 500,362 34,134,134 Nancy M. Schlichting 419,061,034 14,595,800 467,194 34,134,134 Brent Shafer 428,598,613 5,021,188 504,227 34,134,134 Cathy R. Smith 403,550,696 30,096,110 477,222 34,134,134 Amy A. Wendell 425,381,866 8,270,163 471,999 34,134,134 David S. Wilkes, M.D. 428,842,593 4,784,725 496,710 34,134,134 Peter M. Wilver 423,359,566 10,254,161 510,301 34,134,134 (b) By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers for 2023: For Against Abstain Broker Non-Votes 375,646,141 57,650,282 827,605 34,134,134 (c) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024: For Against Abstain 437,772,153 29,330,983 1,155,026 (d) By the following vote, stockholders approved the Company's Amended Plan (as described in Item 5.02 of this Current Report on Form 8-K): For Against Abstain Broker Non-Votes 409,481,924 23,684,674 957,430 34,134,134 (e) By the following vote, stockholders approved the Amended and Restated Certificate of Incorporation to permit officer exculpation (as described in Item 5.03 of this Current Report on Form 8-K): For Against Abstain Broker Non-Votes 385,068,050 48,180,590 875,388 34,134,134 (f) By the following vote, stockholders did n

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Baxter International Inc. ( incorporated by reference to Exhibit 3.1 to Baxter International Inc.'s Form S-8, filed on May 7, 2024). 10.1 Baxter International Inc. Amended and Restated 2021 Incentive Plan (incorporated by reference to Appendix A to Baxter International Inc.'s Definitive Proxy Statement on Schedule 14A, filed on March 25, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 9, 2024 BAXTER INTERNATIONAL INC. /s/ Ellen K. Bradford By: Ellen K. Bradford Senior Vice President and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR