BAXTER INTERNATIONAL INC. 
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment and Compensation of
On
Retirement of Mr.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
• An amendment to add a new Article ELEVENTH to permit stockholder action
by written consent following a request by record holders who have
beneficially owned shares representing a "net long position" of at least
25% of the Company's common stock entitled to vote on the matter for at
least one year so long as such action is approved by holders of shares
representing not less than the minimum number of shares required to take
such action at an annual or special meeting, subject to the satisfaction
of certain procedural safeguards set forth therein (the "Written Consent
Charter Amendment"). A stockholder's "net long position" is generally
defined as those shares of common stock as to which a
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stockholder possesses both (i) the full voting and investment rights
pertaining to the shares and (ii) the full economic interest in
(including the opportunity for profit from and risk of loss on) such
shares; provided, that Net Long Beneficial Ownership does not include any
shares as to which such person does not have the right to vote or direct
the vote, or as to which such person has entered into a derivative or
other agreement, arrangement or understanding that hedges or transfers,
in whole or in part, directly or indirectly, any of the economic
consequences of ownership of such shares.
• An amendment to Article TWELFTH to change the stock ownership threshold
required for stockholders to request a special meeting from record
holders of at least 25% of the Company's outstanding common stock
entitled to vote on the matter(s) to be brought before the proposed
special meeting to record holders who have beneficially owned shares
representing a "net long position" of at least 15% of the outstanding
shares of Common Stock entitled to vote on the matter(s) to be brought
before the proposed special meeting for at least one year (the "Special
Meeting Charter Amendment" and, together with the Written Consent Charter
Amendment, the "Charter Amendments")
On
On
The foregoing description of the Amended and Restated Charter and Amended and Restated Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Charter and Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
(a) The eleven nominees for director were elected as follows:
Nominee For Against Abstain Broker Non-Votes José (Joe) E. Almeida 384,473,820 27,138,213 2,192,265 34,040,779 Thomas F. Chen 397,665,546 9,870,623 6,268,129 34,040,779 Peter S. Hellman 389,880,292 23,572,504 351,502 34,040,779 Michael F. Mahoney 401,357,935 12,096,939 349,424 34,040,779 Patricia B. Morrison 410,121,031 3,368,893 314,374 34,040,779 Stephen N. Oesterle 405,592,708 7,856,986 354,604 34,040,779 Nancy M. Schlichting 399,354,971 14,134,459 314,868 34,040,779 Cathy R. Smith 407,895,932 5,599,580 308,786 34,040,779 Albert P.L. Stroucken 386,615,470 26,844,274 344,554 34,040,779 Amy A. Wendell 406,527,028 6,962,497 314,773 34,040,779 David S. Wilkes 411,552,025 1,901,999 350,274 34,040,779
(b) By the following vote, stockholders approved, on an advisory basis, the 2021
compensation paid to the Company's named executive officers:
For Against Abstain Broker Non-Votes
375,423,883 37,478,137 902,278 34,040,779
(c) The appointment of PricewaterhouseCoopers LLP as the Company's independent
registered public accounting firm for 2022 was ratified by the following
vote:
For Against Abstain
417,865,402 29,622,889 356,786
(d) By the following vote, stockholders approved the Written Consent Charter
Amendment to permit stockholder action by written consent (as described in
Item 5.03 of this Current Report):
For Against Abstain Broker Non-Votes
409,319,021 3,979,369 505,908 34,040,779
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(e) By the following vote, stockholders approved the Special Meeting Charter
Amendment to lower the special meeting threshold (as described in Item 5.03
of this Current Report):
For Against Abstain Broker Non-Votes
404,787,410 7,212,995 1,803,893 34,040,779
(f) By the following vote, stockholders did not approve the stockholder proposal
relating to special shareholder meeting improvement:
For Against Abstain Broker Non-Votes 144,332,872 268,232,028 1,239,398 34,040,779
(g) By the following vote, stockholders did not approve the stockholder proposal
relating to an independent board chairman:
For Against Abstain Broker Non-Votes
94,067,610 318,684,398 1,052,290 34,040,779
Item 9.01 Financial Statements and Exhibits.
Description
3.1 Amended and Restated Certificate of Incorporation of Baxter
International Inc. dated May 5, 2022
3.2 Amended and Restated Bylaws dated May 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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