Baxter International

As described in Item 5.07 of this Current Report on Form 8-K, on May 7, 2024, Baxter International Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”), at which the Company’s stockholders approved the Baxter International Inc. Amended and Restated 2021 Incentive Plan (the “Amended Plan”). The Amended Plan authorizes the Compensation and Human Capital Committee of the Company’s Board of Directors to provide equity-based compensation in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock, deferred stock units, performance compensation awards, other stock-based awards and cash-based awards based on or related to shares of the Company’s common stock. For additional information regarding the Amended Plan, see “Proposal 4: Approval of Baxter International Inc.

On September 29, 2023, Baxter International Inc. (the “Company”) appointed Mr. Joel T. Grade as its Executive Vice President and Chief Financial Officer, effective as of October 18, 2023. In connection with his appointment, on October 18, 2023, Brian Stevens will cease serving as the Company’s interim Chief Financial Officer and will continue serving as the Company’s Senior Vice President, Chief Accounting Officer and Controller. Mr. Grade, 53, has served in various capacities at Sysco Corporation across his 25-year career with the company, including most recently as Executive Vice President, Corporate Development since December 2020 and Executive Vice President and Chief Financial Officer of Sysco Corporation from 2015 to December 2020. Mr. Grade holds a bachelor’s degree in accounting and finance from the University of Wisconsin and an MBA from Northwestern University. Mr.

Appointment and Compensation of Stephen Rusckowski as Director . On August 21, 2023, Baxter International Inc. (the “Company”) appointed Stephen (Steve) H. Rusckowski to its Board of Directors (the “Board”). Mr. Rusckowski has also been appointed to serve as a member of the Quality, Compliance and Technology Committee and the Compensation and Human Capital Committee. Upon his appointment to the Board, the number of directors constituting the Board increased to 12 directors. Mr. Rusckowski is the former Chief Executive Officer and President of Quest Diagnostics, Inc. (“Quest”), a position he held from 2012 until 2022. He also served as Chairman of the Board for Quest from January 2017 through March 2023. Prior to this, Mr. Rusckowski worked at Koninklijke Philips N.V.

Appointment and Compensation of William Ampofo as Director . On June 29, 2023, Baxter International Inc. (the “Company”) appointed William Ampofo II to its Board of Directors (the “Board”). Mr. Ampofo has also been appointed to serve as a member of the Quality, Compliance & Technology Committee. Upon his appointment to the Board, the number of directors constituting the Board increased to eleven directors. Mr. Ampofo has worked for the Boeing Company since 2016 and currently serves as Chair, Supply Chain Operations Council and Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services. Prior to joining Boeing, Mr. Ampofo spent 22 years at United Technologies Corporation working in roles of increasing responsibility related to finance, information technology, corporate strategy and operations. Mr.

On May 4, 2023, Mr. James K. Saccaro notified the Company of his decision to resign as the Company’s Executive Vice President and Chief Financial Officer (“ CFO ”), effective as of May 31, 2023, to join a company in the heathcare industry. Mr. Saccaro’s decision to leave the Company was not the result of any disagreement relating to the Company’s operations, policies or practices. Mr. Saccaro served as the Company’s CFO since 2015. Brian C. Stevens, the Company’s Senior Vice President, Chief Accounting Officer and Controller, will assume the role of interim CFO on such date (or such earlier date, in the event Mr. Saccaro were to resign or otherwise stop serving in his role as CFO, the “ Commencement Date ”)) and also continue to serve in his current role while the Company undertakes an executive search process for a permanent CFO. Mr.

Director Matters . On February 13, 2023, Mr. Thomas F. Chen notified Baxter International Inc. (the “Company” or “Baxter”) of his decision to retire from the Board of Directors of the Company (the “Board”), effective as of April 28, 2023. Ms. Cathy R. Smith will become the chair of the Board’s Nominating, Corporate Governance & Public Policy Committee immediately after the effectiveness of Mr. Chen’s retirement. On February 14, 2023, in accordance with the mandatory retirement age set forth in Baxter’s Corporate Governance Guidelines, the Board decided not to nominate Mr. Albert P.L. Stroucken for reelection to the Board at the Company’s 2023 annual meeting of stockholders in accordance with the mandatory retirement age set forth in the Company’s Corporate Governance Guidelines. Mr. Stroucken’s term will expire on April 28, 2023. Mr. Peter M.

On January 4, 2023, Giuseppe Accogli, the Executive Vice President and Chief Operating Officer of Baxter International Inc. (“Baxter” or the “Company”), resigned as Executive Vice President and Chief Operating Officer of the Company effective immediately and no longer serves as an executive officer of the Company.

Appointment and Compensation of D. Brent Shafer and Peter M. Wilver as Directors . 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. Upon their appointment to the Board on May 10, 2022, the number of directors constituting the Board will increase to thirteen directors. Upon their appointment to the Board, Mr. Shafer will be appointed to serve on the Audit Committee and Compensation Committee and Mr. Wilver will be appointed to serve on the Compensation Committee. Mr. Shafer, 64, previously served as the Chairman of the Board and Chief Executive Officer of Cerner Corporation from 2018 to 2021. Prior to Cerner, Mr.

Appointment and Compensation of Ms. Nancy M. Schlichting as Director . On December 13, 2021, the Company appointed Ms. Nancy M. Schlichting to the Board of Directors of the Company (the “Board”) and the Board’s Nominating, Corporate Governance & Public Policy Committee and Compensation Committee effective immediately. Ms. Schlichting will be compensated for her service as a director pursuant to the Company’s Non-Employee Director Compensation Plan and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan. In connection with joining the Board, Ms.

On November 29, 2021, Baxter International Inc. (the “Company”) appointed Giuseppe Accogli, age 51, to serve as the Company’s Executive Vice President and Chief Operating Officer, effective immediately. Mr. Accogli previously served as the Company’s Senior Vice President and President, Americas and Global Business Units. In 2020, his role was expanded to include President of the Company’s Global Businesses, a position he previously held from 2017 to 2019. Mr. Accogli joined the Company in 2007 as the Renal business unit director in Italy and assumed positions of increasing responsibility with the Renal business in Europe, including head of the Europe, Middle East and Africa (“EMEA”) region for the Company’s Renal business from 2013 to 2015. He also served as the head of the U.S.

Retirement of Dr. James R. Gavin III, M.D., Ph.D. On February 14 , 2021, Dr. James R. Gavin III, M.D., Ph.D., notified Baxter International Inc. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”), the Nominating, Corporate Governance & Public Policy Committee and the Quality, Compliance and Technology Committee, in each case effective as of May 2, 2021, two days prior to the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”). Mr. Thomas Chen will become the chair of the Board’s Nominating, Corporate Governance & Public Policy Committee immediately after the effectiveness of Dr. Gavin’s retirement. Appointment and Compensation of Dr. David S. Wilkes, M.D. as Director . On February 15, 2021, the Company appointed Dr. David S. Wilkes, M.D.

Director or officer change (Item 5.02). Open the filing for details.

On September 24, 2020, Baxter International Inc.’s (the “Company”) Chief Executive Officer, Mr. José Almeida, entered into a new Change-in-Control Agreement with the Company (the “New CIC Agreement”), which replaces Mr. Almeida’s existing severance agreement with the Company, dated as of October 28, 2015 (the “Existing CIC Agreement”) and provides for severance payments and benefits in the event of a qualifying termination of employment, including in connection with a “Change in Control” (as defined in the New CIC Agreement) substantially similar to those provided under the Existing CIC Agreement, except that the New CIC Agreement, among other changes: (i) specifies that amounts payable under the New CIC Agreement or otherwise may be reduced to eliminate any excise tax that may be due under Section 280G of the Internal Revenue Code, but only if such reduction would result in a greater af…

Departure of Officer On March 21, 2019, Baxter International Inc. (the “Company”) announced that Brik V. Eyre will retire from the Company effective June 30, 2019. In anticipation of his retirement, he will cease serving as Senior Vice President and President, Americas effective as of April 1, 2019. He will remain employed by the Company through June 30, 2019, as a non-executive officer in an advisory capacity to continue to support the transition (as discussed in

(b) On February 25, 2019, Ms. Carole J. Shapazian notified Baxter International Inc. (the “Company” or “Baxter”) of her decision to retire from the Board of Directors of the Company (the “Board”), including the Compensation and the Quality, Compliance and Technology Committees of the Board, effective as of May 6, 2019, the day prior to the Company’s 2019 annual meeting (the “2019 Annual Meeting”). On February 27, 2019 and in anticipation of the 2019 Annual Meeting and the Company’s annual election of directors, Mr. Munib Islam notified the Company of his decision to resign from the Board, including the Audit Committee of the Board, effective as of May 6, 2019. Mr.

Election of Directors On December 3, 2018, Baxter International Inc. (the “Company”) appointed Mses. Patricia Morrison and Amy Wendell to the Company’s board of directors (the “Board”), each effective as of February 18, 2019, the date of the next regularly scheduled meeting of the Board. Each of Ms. Morrison and Ms. Wendell was also appointed, effective as of February 18, 2019, to the Board’s Audit Committee or Quality, Compliance & Technology Committee, respectively. Mses. Morrison and Wendell will be compensated for service as a director pursuant to the Company’s Non-Employee Director Compensation Plan and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan. In connection with joining the Board, Mses.

Departure of Officer On November 7, 2018, Caroline Karp resigned as Senior Vice President, Controller of Baxter International Inc. (the “Company”) to pursue other interests and business activities. Appointment of Officer On November 13, 2018, Brian Stevens, age 44, was appointed as the Company’s Senior Vice President, Chief Accounting Officer and Controller effective upon the earlier of December 3, 2018 and such other date as Mr. Stevens and Company management agree. Mr. Stevens previously served with Groupon, Inc. (“Groupon”) as Chief Accounting Officer (from September 2012 through May 2016) and as Treasurer and Chief Accounting Officer (from May 2016 through November 2018). Prior to joining Groupon, Mr. Stevens spent 16 years with KPMG LLP, most recently as a partner. Mr.

(b) On February 19, 2018, Mr. K.J. Storm notified Baxter International Inc. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”) and the Audit Committee and the Corporate Governance Committee, effective as of May 7, 2018, the day prior to the Company’s 2018 annual meeting. In connection with Mr. Storm’s retirement, Mr. Albert P.L. Stroucken has been appointed as the new chairman of the Audit Committee effective as of May 7, 2018. Mr. Stroucken has served on the Board and Audit Committee since 2004. He is the former Chairman, President and Chief Executive Officer of Owens-Illinois, Inc. The Board has determined that Mr. Stroucken is an “audit committee financial expert” as defined by the rules of the U.S. Securities and Exchange Commission. After giving effect to Mr.

The disclosure provided under Item 1.01 of this Form 8-K regarding the Freeze is hereby incorporated by reference into this

Election of Director Effective July 17, 2017, Baxter International Inc. (the “Company”) appointed Cathy R. Smith to the Company’s board of directors (the “Board”). Ms. Smith was also appointed to the Board’s Audit Committee. Ms. Smith will be compensated for service as a director pursuant to the Company’s Non-Employee Director Compensation Plan and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan. In connection with joining the Board, Ms. Smith was granted equity awards as compensation for her 2017 service (representing the period between her appointment date and the Company’s 2018 Annual Meeting of Stockholders) in an amount consistent with the awards granted annually to non-employee directors, prorated for the number of months to be served in accordance with the terms of the Company’s Non-Employee Director Compensation Plan.

Effective May 1, 2017, Giuseppe Accogli, formerly the Corporate Vice President and President, Renal of Baxter International Inc. (the “Company”), changed roles and has assumed the role of Senior Vice President and President, Global Businesses. Brik Eyre, formerly the Corporate Vice President and President, Hospital Products of the Company, changed roles and has assumed the role of Senior Vice President and President, Americas effective as of the same date. These changes were made in connection with the Company’s continuing portfolio management and transformation efforts.

Entry into Material Compensatory Contract On April 11, 2017, the named executive officers of Baxter International Inc. (the “Company”) began entering into Non-Competition, Non-Solicitation and Confidentiality Agreements (each a “Non-Competition Agreement”) with the Company. The Non-Competition Agreements are being entered into in connection with the March 2, 2017 issuance of annual equity grants under the Company’s 2017 Equity Plan (the “Plan”). It is anticipated that all participants will enter into a Non-Competition Agreement by May 19, 2017. Each Non-Competition Agreement contains confidentiality, non-solicitation, intellectual property assignment and certain cooperation covenants.

Departure of Directors and Officers Effective as of February 27, 2017, David P. Scharf resigned as the Corporate Vice President and General Counsel of Baxter International Inc. (the “Company”). In connection with his resignation, the Company and Mr. Scharf entered into a separation agreement (the “Separation Agreement”) on March 2, 2017, which provides for his continued employment through March 10, 2017 (the “Separation Date”). The Separation Agreement contains a customary release of claims and provides that Mr. Scharf shall transition his duties to his successor and otherwise remain available to consult on matters related to his role until the Separation Date. It also provides for (i) the continued payment through the Separation Date of Mr.

Election of Director Effective February 6, 2017, Baxter International Inc. (the “Company”) appointed Dr. Stephen N. Oesterle to the Company’s board of directors (the “Board”). Dr. Oesterle was also appointed to the Board’s Public Policy Committee. Dr. Oesterle will be compensated for service as a director pursuant to the Company’s Non-Employee Director Compensation Plan and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan. In connection with joining the Board, Dr.

(b) On October 17, 2016, Uma Chowdhry, Ph.D. notified Baxter International Inc. (the “Company”) of her decision to resign from the Board of Directors of the Company (the “Board”) and the Corporate Governance and Public Policy Committees of the Board for personal reasons, effective as of October 31, 2016.

Director or officer change (Item 5.02). Open the filing for details.