8-K
filed May 8, 2026, 7:59 PM ET
ticker BAX
CIK 0000010456
other
confidence high
sentiment neutral
materiality 0.50
Baxter shareholders approve charter amendment and incentive plan; board adopts new executive severance plan
BAXTER INTERNATIONAL INC
- Shareholders approved reducing minimum board size to 7 directors; charter amendment filed May 5, 2026.
- Shareholders approved Baxter International Inc. Second Amended and Restated 2021 Incentive Plan adding 20M shares.
- All nine director nominees elected; advisory vote on executive compensation approved; PwC ratified as auditor for 2026.
- Board adopted new Executive Severance and Change in Control Plan effective May 4, 2026, with expanded benefits and tiered structure.
- CEO Hider's offer letter amended to increase lump-sum medical coverage from 18 to 24 months in non-CIC termination.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BAXTER INTERNATIONAL INC: Amended and restated bylaws to set board size range of not less than seven nor more than twelve directors (effective 2026-05-05).
- Change
- bylaw amendment
- Effective
- 2026-05-05
Exact text from the filing
the Board approved a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) reflecting that the number of directors on the Board shall not be less than seven nor more than twelve
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BAXTER INTERNATIONAL INC: Amended charter to reduce minimum number of directors to seven with no stated maximum limit (effective 2026-05-05).
- Change
- charter amendment
- Effective
- 2026-05-05
Exact text from the filing
the stockholders of the Company approved an amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to reduce the required minimum number of directors to seven with no stated maximum limit.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
BAXTER INTERNATIONAL INC shareholders approved Advisory approval of compensation paid to named executive officers for 2025 at the 2026-05-05 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-05
Exact text from the filing
By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for 2025: For Against Abstain Broker Non-Votes 401,367,909 38,914,808 584,694 42,556,435
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.5
BAXTER INTERNATIONAL INC shareholders approved Approval of Amended Incentive Plan at the 2026-05-05 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-05
Exact text from the filing
By the following vote, stockholders approved the Amended Incentive Plan (as described in
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
BAXTER INTERNATIONAL INC shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 at the 2026-05-05 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-05
Exact text from the filing
By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026: For Against Abstain 469,181,199 13,861,016 381,631
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
BAXTER INTERNATIONAL INC shareholders approved Election of nine nominees for director at the 2026-05-05 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-05
Exact text from the filing
The nine nominees for director were elected as follows: Nominee For Against Abstain Broker Non-Votes William A. Ampofo II 438,389,110 2,195,357 282,944 42,556,435 Jeffrey A. Craig 435,695,942 4,836,957 334,512 42,556,435 Andrew P. Hider 438,754,124 1,773,327 339,960 42,556,435 Michael R. McDonnell 438,799,149 1,737,319 330,943 42,556,435 Patricia B. Morrison 437,754,941 2,865,165 247,305 42,556,435 Nancy M. Schlichting 431,775,818 8,824,196 267,397 42,556,435 Brent Shafer 430,536,987 10,050,968 279,456 42,556,435 Amy A. Wendell 435,678,197 4,928,350 260,864 42,556,435 David S. Wilkes, M.D. 437,972,952 2,561,231 333,228 42,556,435
View on SEC.gov
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