{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-214680","form_type":"8-K","ticker":"BAX","cik":"0000010456","company_name":"BAXTER INTERNATIONAL INC","filed_at":"2026-05-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:31.858925+00:00","generated_at":"2026-05-14T19:33:12.597016+00:00","sec_items":["5.02","5.07","5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Baxter shareholders approve charter amendment and incentive plan; board adopts new executive severance plan","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214680","json":"https://secwatch.observer/filing/0001193125-26-214680.json","markdown":"https://secwatch.observer/filing/0001193125-26-214680.md","text":"https://secwatch.observer/filing/0001193125-26-214680.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/d24051d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T19:33:12.597016+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7cdd4800b73daaad290e103b9d26854959869236","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","confidence":0.9},{"claim_id":"8ae95c5c3750ce9e5f71fc6cec8950f044ff49b0","claim":"BAXTER INTERNATIONAL INC: Amended charter to reduce minimum number of directors to seven with no stated maximum limit (effective 2026-05-05).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001767042-26-000037","ticker":"KGS","company_name":"Kodiak Gas Services, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Kodiak shareholders approve board declassification and supermajority removal","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767042-26-000037","json":"https://secwatch.observer/filing/0001767042-26-000037.json","markdown":"https://secwatch.observer/filing/0001767042-26-000037.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/kgs-20260507.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767042/000176704226000037/0001767042-26-000037-index.htm"}},{"accession":"0001477932-26-002696","ticker":"PLUN","company_name":"Plutonian Acquisition Corp. II","filed_at":"2026-04-30T23:59:59+00:00","headline":"Plutonian Acquisition Corp II closes $100M IPO of 10M units at $10/unit","event_type":"other","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 9.01","same event type: other","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-26-002696","json":"https://secwatch.observer/filing/0001477932-26-002696.json","markdown":"https://secwatch.observer/filing/0001477932-26-002696.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2065661/000147793226002696/0001477932-26-002696-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2065661/000147793226002696/pltn_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"On April 27, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2065661/000147793226002696/0001477932-26-002696-index.htm"}},{"accession":"0000715072-26-000042","ticker":"RNST","company_name":"RENASANT CORP","filed_at":"2026-05-01T23:59:59+00:00","headline":"Renasant Corp. shareholders elect all 17 directors, approve executive compensation and auditor at 2026 annual meeting","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0000715072-26-000042","json":"https://secwatch.observer/filing/0000715072-26-000042.json","markdown":"https://secwatch.observer/filing/0000715072-26-000042.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/0000715072-26-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/rnst-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"On April 28, 2026, the Board of Directors (the “Board”) of Renasant Corporation (“Renasant”) approved and adopted Amended and Restated Bylaws of Renasant Corporation (the “Bylaws”), which became effective immediately.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/715072/000071507226000042/0000715072-26-000042-index.htm"}},{"accession":"0001193125-26-201401","ticker":"RVTY","company_name":"REVVITY, INC.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Revvity shareholders approve bylaw amendment allowing 25% owners to call special meetings; all director nominees elected","event_type":"other","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-201401","json":"https://secwatch.observer/filing/0001193125-26-201401.json","markdown":"https://secwatch.observer/filing/0001193125-26-201401.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/0001193125-26-201401-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/d146870d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"At the annual meeting of shareholders of Revvity, Inc. (the “Company”) held on April 28, 2026, the shareholders voted on and approved a proposal to amend the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to allow shareholders owning 25% of the Company’s stock to call a special meeting of shareholders (as amended and restated, the “Amended and Restated By-laws”) effective as of April 28, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/31791/000119312526201401/0001193125-26-201401-index.htm"}},{"accession":"0001193125-26-187791","ticker":"BMI","company_name":"BADGER METER INC","filed_at":"2026-04-28T23:59:59+00:00","headline":"Badger Meter annual meeting: all directors elected, bylaw amendments approved","event_type":"other","sec_items":["5.03","5.07","8.01","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-187791","json":"https://secwatch.observer/filing/0001193125-26-187791.json","markdown":"https://secwatch.observer/filing/0001193125-26-187791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/bmi-20260424.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"On April 24, 2026, the Board of Directors (the Board) of Badger Meter, Inc. (the Company) approved an amendment and restatement of the Company’s Restated By-laws (the By-laws), including to: • Clarify the notice and adjournment requirements applicable to shareholder meetings conducted by means of remote communication. • Provide that, in the case of a meeting held solely by means of remote communication, the shareholder list must be open to the examination of any shareholder during the entire meeting on a reasonably accessible electronic network. • Expand the disclosures required from shareholders to propose business or nominate directors for election at the Company’s annual meeting of shareholders. • Update the advance notice deadlines for shareholder proposals and nominations to not less than 90 days nor more than 120 days before the second Saturday in the month of April, or, if the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the second Saturda","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/9092/000119312526187791/0001193125-26-187791-index.htm"}},{"accession":"0001193125-26-251689","ticker":"SCHW","company_name":"SCHWAB CHARLES CORP","filed_at":"2026-06-01T21:00:25+00:00","headline":"Charles Schwab files Certificate of Elimination for Series I Preferred Stock","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251689","json":"https://secwatch.observer/filing/0001193125-26-251689.json","markdown":"https://secwatch.observer/filing/0001193125-26-251689.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/d143555d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"On June 1, 2026, The Charles Schwab Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred Stock”), which, effective upon filing, eliminated from the Company’s Fifth Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations for the Series I Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/316709/000119312526251689/0001193125-26-251689-index.htm"}},{"accession":"0000089089-26-000046","ticker":"SCI","company_name":"SERVICE CORP INTERNATIONAL","filed_at":"2026-05-08T23:59:59+00:00","headline":"SCI shareholders approve board governance changes: director minimum cut to 3, board can fill vacancies","event_type":"other","sec_items":["5.03","9.01"],"materiality_score":0.2,"calibrated_materiality_score":0.2,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0000089089-26-000046","json":"https://secwatch.observer/filing/0000089089-26-000046.json","markdown":"https://secwatch.observer/filing/0000089089-26-000046.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/sci-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"The amendments to the Articles of Incorporation, which became effective on May 7, 2026, and the amendments to the Bylaws, which became effective on May 6, 2026 , include (i) changes permitting the Board to increase the number of directors and fill newly created vacancies, thereby eliminating restrictions requiring that newly created directorships be filled only by shareholders at an annual or special meeting, and (ii) changes reducing the minimum number of directors constituting the Board from nine to three directors (with the maximum remaining at fifteen directors).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/89089/000008908926000046/0000089089-26-000046-index.htm"}},{"accession":"0001654954-26-004356","ticker":"DAIO","company_name":"DATA I/O CORP","filed_at":"2026-05-05T23:59:59+00:00","headline":"Data I/O moves 2026 annual meeting to July 8; removes May meeting requirement","event_type":"other","sec_items":["5.03","8.01","9.01"],"materiality_score":0.15,"calibrated_materiality_score":0.15,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 9.01","same event type: other"],"urls":{"canonical":"https://secwatch.observer/filing/0001654954-26-004356","json":"https://secwatch.observer/filing/0001654954-26-004356.json","markdown":"https://secwatch.observer/filing/0001654954-26-004356.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/0001654954-26-004356-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/daio_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/10456/000119312526214680/0001193125-26-214680-index.htm","comparable_excerpt":"On April 29, 2026, the Board of Directors (the “Board”) of Data I/O Corporation (the “Company”) adopted an amendment to the Bylaws of the Company (the “Bylaw Amendment”) which became effective immediately. The Bylaw Amendment modifies Article II Section (2) of the Company’s Bylaws to eliminate the requirement that the annual meeting of shareholders be held during the month of May.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/351998/000165495426004356/0001654954-26-004356-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}