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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7, 2024
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-444836-0781620
(Commission File Number)(I.R.S. Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois
60015
(Address of principal executive offices)(Zip Code)
(224)948-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueBAX (NYSE)New York Stock Exchange
NYSE Chicago
0.4% Global Notes due 2024BAX 24New York Stock Exchange
1.3% Global Notes due 2025BAX 25New York Stock Exchange
1.3% Global Notes due 2029BAX 29New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 of this Current Report on Form 8-K, on May 7, 2024, Baxter International Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”), at which the Company’s stockholders approved the Baxter International Inc. Amended and Restated 2021 Incentive Plan (the “Amended Plan”). The Amended Plan authorizes the Compensation and Human Capital Committee of the Company’s Board of Directors to provide equity-based compensation in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock, deferred stock units, performance compensation awards, other stock-based awards and cash-based awards based on or related to shares of the Company’s common stock. For additional information regarding the Amended Plan, see “Proposal 4: Approval of Baxter International Inc. Amended and Restated 2021 Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2024.
The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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.
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:
NomineeForAgainstAbstainBroker Non-Votes
José (Joe) E. Almeida403,353,45229,381,6541,388,92234,134,134
William A. Ampofo II431,348,9892,270,921504,11834,134,134
Patricia B. Morrison 428,993,6044,658,468471,95634,134,134
Stephen N. Oesterle, M.D.428,043,7455,579,233501,05034,134,134
Stephen H. Rusckowski429,269,9804,353,686500,36234,134,134
Nancy M. Schlichting419,061,03414,595,800467,19434,134,134
Brent Shafer428,598,6135,021,188504,22734,134,134
Cathy R. Smith403,550,69630,096,110477,22234,134,134
Amy A. Wendell425,381,8668,270,163471,99934,134,134
David S. Wilkes, M.D.428,842,5934,784,725496,71034,134,134
Peter M. Wilver423,359,56610,254,161510,30134,134,134
(b)By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2023:
ForAgainstAbstainBroker Non-Votes
375,646,14157,650,282827,60534,134,134


(c)By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024:
ForAgainstAbstain
437,772,15329,330,9831,155,026
(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):
ForAgainstAbstainBroker Non-Votes
409,481,92423,684,674957,43034,134,134
(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):
ForAgainstAbstainBroker Non-Votes
385,068,05048,180,590875,38834,134,134
(f)By the following vote, stockholders did not approve the stockholder proposal relating to executives retaining significant stock:
ForAgainstAbstainBroker Non-Votes
125,308,816307,423,5741,391,63834,134,134
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.



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


v3.24.1.u1
Document and Entity Information Document
May 07, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name Baxter International Inc.
Entity Central Index Key 0000010456
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Incorporation, State or Country Code DE
Entity File Number 1-4448
Entity Tax Identification Number 36-0781620
Entity Address, Address Line One One Baxter Parkway
Entity Address, City or Town Deerfield
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60015
City Area Code 224
Local Phone Number 948-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
NEW YORK STOCK EXCHANGE, INC. | Common Stock, $1.00 Per Value  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol BAX (NYSE)
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.3% Global Notes due 2025  
Entity Information [Line Items]  
Title of 12(b) Security 1.3% Global Notes due 2025
Trading Symbol BAX 25
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.3% Global Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.3% Global Notes due 2029
Trading Symbol BAX 29
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 0.4% Global Notes due 2024  
Entity Information [Line Items]  
Title of 12(b) Security 0.4% Global Notes due 2024
Trading Symbol BAX 24
Security Exchange Name NYSE
CHICAGO STOCK EXCHANGE, INC | Common Stock, $1.00 Per Value  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol BAX (NYSE)
Baxter (NYSE:BAX)
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