Baxter International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$BAX
Medical/Dental Instruments
Health Care
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
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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:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| José (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 not approve the stockholder proposal relating to executives retaining significant stock:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 125,308,816 | 307,423,574 | 1,391,638 | 34,134,134 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 | ||||||||