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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 4, 2021

 

 

Baxter International Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4448   36-0781620

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One Baxter Parkway, Deerfield, Illinois   60015
(Address of principal executive offices)   (Zip Code)

(224) 948-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $1.00 par value   BAX (NYSE)   New York Stock Exchange
    Chicago Stock Exchange
1.3% Global Notes due 2025   BAX 25   New York Stock Exchange
1.3% Global Notes due 2029   BAX 29   New York Stock Exchange
0.4% Global Notes due 2024   BAX 24   New York Stock Exchange

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)

☐  Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act  ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 4, 2021, the Company held its annual meeting of stockholders in a virtual format. Of the 505,772,000 shares outstanding and entitled to vote, 444,137,857 shares were represented at the meeting, constituting a quorum of approximately 88%. The following is a summary of the matters voted on at the meeting.

 

(a)

The twelve nominees for director were elected as follows:

 

Nominee  

For

  

Against

  

Abstain

  

Broker Non-Votes

José (Joe) Almeida

   379,377,379   26,270,347   3,079,417   35,410,714

Thomas F. Chen

   396,836,098   11,092,631   798,414   35,410,714

John D. Forsyth

   377,622,636   30,304,696   799,811   35,410,714

Peter S. Hellman

   384,618,533   23,301,603   807,007   35,410,714

Michael F. Mahoney

   396,604,616   11,323,610   798,917   35,410,714

Patricia B. Morrison

   405,774,030   2,185,723   767,390   35,410,714

Stephen N. Oesterle

   400,141,208   7,767,900   818,035   35,410,714

Cathy R. Smith

   404,363,910   3,599,948   763,285   35,410,714

Thomas T. Stallkamp

   384,283,324   23,640,734   803,085   35,410,714

Albert P.L. Stroucken

   385,357,618   22,607,695   761,830   35,410,714

Amy A. Wendell

   406,406,192   1,499,783   821,168   35,410,714

David S. Wilkes

   406,416,101   1,511,244   799,798   35,410,714

 

(b)

By the following vote, stockholders approved, on an advisory basis, the 2020 compensation paid to the Company’s named executive officers:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

372,124,431

   35,259,771   1,342,941   35,410,714

 

(c)

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was ratified by the following vote:

 

For

  

Against

  

Abstain

405,409,050

   37,796,980   931,827

 

(d)

By the following vote, stockholders approved the Company’s 2021 Incentive Plan:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

383,079,044

   23,851,194   1,796,905   35,410,714

 

(e)

By the following vote, stockholders approved an amendment and restatement of the Company’s Employee Stock Purchase Plan:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

405,757,779

   1,466,495   1,502,869   35,410,714

 

(f)

By the following vote, stockholders approved the stockholder proposal relating to the right to act by written consent:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

218,948,599

   187,582,031   2,196,513   35,410,714

 

(g)

By the following vote, stockholders did not approve the stockholder proposal relating to an independent board chairman:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

112,341,311

   295,015,821   1,370,011   35,410,714

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2021

 

BAXTER INTERNATIONAL INC.
 

/s/ Ellen K. Bradford

By:   Ellen K. Bradford
  Senior Vice President, Associate General Counsel and Corporate Secretary