Baxter International Shareholders Approve Board Slate, Pay and Incentive Plan at Annual Meeting

Key Points

• Baxter International shareholders preliminarily approved all five proposals at its 2026 annual meeting, including the election of nine directors, executive compensation, auditor ratification, an amended incentive plan, and a change to board size.
• The board slate received strong support, with each nominated director reportedly getting more than 97% of votes cast based on preliminary results.
• Shareholders also approved executive pay, PwC as auditor, and the updated incentive plan; support was about 91% for pay, 97% for auditor ratification, 82% for the incentive plan, and 90% for the board-size amendment.

Baxter International NYSE: BAX held its 2026 annual meeting of stockholders by webcast, with shareholders giving preliminary approval to all five proposals presented by the company, including the election of nine directors, executive compensation, auditor ratification, an amended incentive plan and a change related to board size.

Andrew Hider, Baxter’s president and chief executive officer, opened the meeting and said the virtual format was intended to provide “a safe, convenient, and cost-effective experience” for stockholders. Hider and Independent Chair Brent Shafer welcomed shareholders and introduced the company’s board members attending online.

Corporate Secretary Ellen Bradford reported that a quorum was present, with a majority of the approximately 516 million shares entitled to vote represented at the meeting. Baxter said final voting results will be disclosed in a Form 8-K to be filed within four business days after the meeting.

Board Slate Elected With More Than 97% Support

Stockholders voted on the election of nine directors: William Ampofo, Jay Craig, Andrew Hider, Mike McDonnell, Patty Morrison, Nancy Schlichting, Brent Shafer, Amy Wendell and Dr. David Wilkes. Hider said Baxter had not received notice of any other director nominations, and the nominations were closed.

Bradford said that, based on results submitted as of the morning of the meeting, each director received votes in favor exceeding 97% of votes cast with respect to that nominee. Assuming no new or changed votes submitted during the meeting altered the outcome, each nominee was elected.

Hider also recognized recent board changes. He noted the retirement of Dr. Stephen Oesterle after almost 10 years of service and the resignations of Cathy Smith and Stephen Rusckowski in February. Hider also identified Mike McDonnell as Baxter’s newest director.

Executive Pay and Auditor Ratification Approved

Shareholders also approved, on an advisory basis, the compensation of Baxter’s named executive officers for 2025. Bradford said the proposal received votes in favor representing approximately 91% of the shares present and entitled to vote at the meeting, based on results submitted as of the morning of the meeting.

In another agenda item, shareholders ratified PricewaterhouseCoopers LLP as Baxter’s independent registered public accounting firm for 2026. Bradford said that proposal received approximately 97% support from shares present and entitled to vote.

Hider said Courtney Devereux of PwC attended the meeting and had advised the company she had no formal statement to make, though she was available to respond to related stockholder questions during the question-and-answer portion.

Incentive Plan and Board Size Amendment Pass

Stockholders approved the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan. Bradford said the proposal received votes in favor representing approximately 82% of the shares present and entitled to vote at the meeting, based on the preliminary tally.

Shareholders also approved an amendment to Baxter’s amended and restated certificate of incorporation to amend board size. Bradford said the proposal received votes in favor representing approximately 90% of the company’s outstanding shares, again based on results submitted as of the morning of the meeting.

The board had recommended that shareholders vote in favor of each of the five proposals.

Meeting Procedures and Next Steps

Baxter said most stockholders had already voted ahead of the meeting, but shareholders logged in as Baxter stockholders were given an opportunity to submit or change votes during the webcast. The polls opened at 9:08 a.m. and closed at 9:09 a.m., according to Bradford.

The company said answers to a representative set of relevant questions, if any remained unanswered after the meeting, would be posted at www.investor.baxter.com as soon as reasonably practicable and remain available until one week after posting. No substantive business update or financial guidance was provided during the meeting, based on the transcript.

Hider formally adjourned the meeting after the voting business was completed, thanking participants for their continued support as Baxter stockholders.

About Baxter International NYSE: BAX

Baxter International Inc is a global healthcare company that develops, manufactures and markets a broad portfolio of medical products, pharmaceutical therapies and biotechnology-based solutions. The company's primary business activities are organized around renal care, medication delivery, acute therapies, pharmacy automation, surgical care and biotechnology. Baxter's offerings are designed to support patient care in hospitals, dialysis centers, nursing homes and other healthcare facilities worldwide.

In the renal care segment, Baxter provides hemodialysis and peritoneal dialysis systems, water treatment equipment and related disposables, including dialyzers, bloodlines and catheters.

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