---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-143745"
form_type: "8-K"
ticker: "BAX"
cik: "0000010456"
company_name: "BAXTER INTERNATIONAL INC"
filed_at: "2022-05-06T23:59:59+00:00"
generated_at: "2026-06-25T22:49:52.415702+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Baxter appoints two new directors; shareholders approve charter amendments on written consent and special meetings

## Summary
- Appointed D. Brent Shafer (ex-Cerner CEO) and Peter M. Wilver (ex-Thermo Fisher CFO) to board effective May 10, 2022.
- Director Peter S. Hellman to retire June 30, 2022; board size decreases to 12.
- Shareholders approved written consent amendment (25% net long) and special meeting threshold lowered to 15% net long.
- All 11 director nominees elected; say-on-pay approved with 375M for, 37M against.

## SEC filing metadata
- accession: 0001193125-22-143745
- form_type: 8-K
- ticker: BAX
- cik: 0000010456
- company_name: BAXTER INTERNATIONAL INC
- filed_at: 2022-05-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 3.03, 5.03, 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/0001193125-22-143745-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/d147479d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-143745
- JSON: https://secwatch.observer/filing/0001193125-22-143745.json
- Plain text: https://secwatch.observer/filing/0001193125-22-143745.txt

## Key facts
- Executive change
  D. Brent Shafer was appointed as Director at BAXTER INTERNATIONAL INC.
  - Action: appointed
  - Role: Director
  source text: On May 3, 2022, Baxter International Inc. (the “Company”) appointed each of D. Brent Shafer and Peter M. Wilver to its Board of Directors (the “Board”), with such appointments to become effective on May 10, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/0001193125-22-143745-index.htm
- Executive change
  Peter S. Hellman retired as Director at BAXTER INTERNATIONAL INC.
  - Action: retired
  - Role: Director
  source text: On May 4, 2022, Peter S. Hellman notified the Company of his decision to retire from the Board, effective as of June 30, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/0001193125-22-143745-index.htm
- Executive change
  Peter M. Wilver was appointed as Director at BAXTER INTERNATIONAL INC.
  - Action: appointed
  - Role: Director
  source text: On May 3, 2022, Baxter International Inc. (the “Company”) appointed each of D. Brent Shafer and Peter M. Wilver to its Board of Directors (the “Board”), with such appointments to become effective on May 10, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10456/000119312522143745/0001193125-22-143745-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.