Baxter International Inc. Files Definitive Proxy Statement

Ticker: BAX · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 10456

Sentiment: neutral

Topics: Baxter International, DEF 14A, Proxy Statement, Executive Compensation, Equity Awards

TL;DR

<b>Baxter International Inc. has filed its Definitive Proxy Statement for the period ending May 7, 2024, detailing executive compensation and equity award information.</b>

AI Summary

BAXTER INTERNATIONAL INC (BAX) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Baxter International Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing covers the period ending May 7, 2024. The company's principal executive offices are located at One Baxter Parkway, Deerfield, IL 60015. Baxter International Inc. was formerly known as Baxter Travenol Laboratories Inc. and Baxter Laboratories Inc. The filing includes details on equity awards, including changes in fair value and vesting information for PEO and Non-PEO members.

Why It Matters

For investors and stakeholders tracking BAXTER INTERNATIONAL INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation and voting matters, enabling informed decisions at the upcoming shareholder meeting. The detailed breakdown of equity awards and their fair value changes is important for understanding potential dilution and the alignment of executive interests with shareholder value.

Risk Assessment

Risk Level: low — BAXTER INTERNATIONAL INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

Analyst Insight

Review the executive compensation details and equity award information to understand potential impacts on shareholder value and corporate governance.

Key Numbers

Key Players & Entities

FAQ

When did BAXTER INTERNATIONAL INC file this DEF 14A?

BAXTER INTERNATIONAL INC filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BAXTER INTERNATIONAL INC (BAX).

Where can I read the original DEF 14A filing from BAXTER INTERNATIONAL INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BAXTER INTERNATIONAL INC.

What are the key takeaways from BAXTER INTERNATIONAL INC's DEF 14A?

BAXTER INTERNATIONAL INC filed this DEF 14A on March 25, 2024. Key takeaways: Baxter International Inc. filed a Definitive Proxy Statement (DEF 14A) on March 25, 2024.. The filing covers the period ending May 7, 2024.. The company's principal executive offices are located at One Baxter Parkway, Deerfield, IL 60015..

Is BAXTER INTERNATIONAL INC a risky investment based on this filing?

Based on this DEF 14A, BAXTER INTERNATIONAL INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

What should investors do after reading BAXTER INTERNATIONAL INC's DEF 14A?

Review the executive compensation details and equity award information to understand potential impacts on shareholder value and corporate governance. The overall sentiment from this filing is neutral.

How does BAXTER INTERNATIONAL INC compare to its industry peers?

Baxter International Inc. operates in the medical device and healthcare sector, specifically in surgical and medical instruments and apparatus.

Are there regulatory concerns for BAXTER INTERNATIONAL INC?

The filing is a DEF 14A, a standard proxy statement required by the SEC for public companies to solicit shareholder votes.

Industry Context

Baxter International Inc. operates in the medical device and healthcare sector, specifically in surgical and medical instruments and apparatus.

Regulatory Implications

The filing is a DEF 14A, a standard proxy statement required by the SEC for public companies to solicit shareholder votes.

What Investors Should Do

  1. Analyze the executive compensation structure and any proposed changes.
  2. Review the details of equity awards granted to PEO and Non-PEO members.
  3. Understand the voting matters to be presented at the shareholder meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparison to a prior filing's financial performance or operational changes is available in this document excerpt.

Filing Stats: 4,388 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2024-03-25 08:31:26

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 36 Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation for 2023 36 Compensation and Human Capital Committee Report 37 Compensation Discussion and Analysis 37 Executive Summary 38 Structure of Executive Compensation Program 44 Components of Executive Compensation 46 Elements of Executive Compensation 47 Additional Compensation Governance 57

Executive Compensation Tables

Executive Compensation Tables 60 2023 Summary Compensation Table 60 2023 Grants of Plan-Based Awards 62 Outstanding Equity Awards at 2023 Fiscal Year-End 64 2023 Option Exercises and Stock Vested 66 2023 Pension Benefits 67 2023 Nonqualified Deferred Compensation Plan 68 Potential Payments Upon Termination or Following a Change in Control 69 CEO Pay Ratio 76 Pay Versus Performance Disclosure 77 Audit Matters 81 Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm 81 Audit Committee Report 83 Audit and Non-Audit Fees 84 Pre-Approval of Audit and Permissible Non-Audit Fees 84 85

Security Ownership by Directors and

Security Ownership by Directors and Executive Officers 85

Security Ownership by Certain Beneficial Owners

Security Ownership by Certain Beneficial Owners 86 Delinquent Section 16(a) Reports 86 Management Proposals 87 Proposal 4 Approval of Baxter International Inc. Amended and Restated 2021 Incentive Plan 87 Proposal 5 Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Permit Officer Exculpation 98 Stockholder Proposal 100 Proposal 6 Executives to Retain Significant Stock 100 General Information 103 Questions and Answers about the Annual Meeting 103 Other Information 106 Appendix A—Baxter International Inc. Amended and Restated 2021 Incentive Plan A-1 investor.baxter.com Table of Contents Notice of 2024 Annual Meeting of Stockholders and Proxy Statement 1 Notice of 2024 Annual Meeting of Stockholders and Proxy Statement The Annual Meeting is scheduled to be held by means of a virtual format only to provide a convenient and cost-efficient experience to all stockholders and employees regardless of location. The Annual Meeting will take place on Tuesday, May 7, 2024 at 9:00 a.m., Central Time. Online access to the Annual Meeting will begin at 8:45 a.m., Central Time. You can attend the Meeting by accessing www.virtualshareholdermeeting.com/BAX2024. The Annual Meeting will be held for the following purposes: To elect the eleven directors named in the proxy statement. To approve, on an advisory basis, named executive officer compensation for 2023. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Baxter International Inc. (Baxter or the company) in 2024. To approve the company's Amended and Restated 2021 Incentive Plan. To approve an amendment to the Amended and Restated Certificate of Incorporation to permit officer exculpation. To vote on the one stockholder proposal as described in the proxy statement, if such proposal is properly presented at the Annual Meeting. To transact any other business that may proper

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