Baxter International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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 6, 2025
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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):
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2025, Baxter International Inc. (the Company) held its 2025 Annual Meeting. Of the 512,972,866 shares outstanding and entitled to vote, 481,459,559 shares were represented at the meeting, constituting a quorum of approximately 93.9%. The following is a summary of the matters voted on at the 2025 Annual Meeting.
(a)The ten nominees for director were elected as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| William A. Ampofo II | 443,626,359 | 2,211,047 | 352,375 | 35,269,778 | ||||||||||||||||||||||
| Jeffrey A. Craig | 437,056,325 | 8,811,496 | 321,960 | 35,269,778 | ||||||||||||||||||||||
| Patricia B. Morrison | 440,771,932 | 4,753,408 | 664,441 | 35,269,778 | ||||||||||||||||||||||
| Stephen N. Oesterle, M.D. | 440,327,533 | 5,545,714 | 316,534 | 35,269,778 | ||||||||||||||||||||||
| Stephen H. Rusckowski | 440,401,469 | 5,458,061 | 330,251 | 35,269,778 | ||||||||||||||||||||||
| Nancy M. Schlichting | 435,099,925 | 10,790,833 | 299,023 | 35,269,778 | ||||||||||||||||||||||
| Brent Shafer | 422,759,211 | 23,105,756 | 324,814 | 35,269,778 | ||||||||||||||||||||||
| Cathy R. Smith | 414,101,964 | 31,783,791 | 304,026 | 35,269,778 | ||||||||||||||||||||||
| Amy A. Wendell | 439,132,741 | 6,753,745 | 303,295 | 35,269,778 | ||||||||||||||||||||||
| David S. Wilkes, M.D. | 440,741,972 | 4,760,855 | 686,954 | 35,269,778 | ||||||||||||||||||||||
(b)By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 405,175,420 | 40,433,760 | 580,601 | 35,269,778 | |||||||||||||||||
(c)By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025:
| For | Against | Abstain | ||||||||||||
| 444,504,942 | 36,562,809 | 391,808 | ||||||||||||
(d)By the following vote, stockholders did not approve the stockholder proposal relating to executives retaining significant stock:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 165,047,077 | 280,186,597 | 956,107 | 35,269,778 | |||||||||||||||||
SIGNATURE
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 thereunto duly authorized.
| Date: May 8, 2025 | BAXTER INTERNATIONAL INC. | |||||||
| By: | /s/ Ellen K. Bradford | |||||||
| Name: | Ellen K. Bradford | |||||||
| Title: | Senior Vice President and Corporate Secretary | |||||||