Baxter International (BAX) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors is proposed, with all nominees recommended for approval by the board.

• Advisory vote on executive compensation for 2025 is recommended for approval.

• Ratification of the appointment of the independent registered public accounting firm for 2026 is recommended.

• Approval of the Second Amended and Restated 2021 Incentive Plan is recommended.

• Amendment to the Certificate of Incorporation to change board size is proposed.

Board of directors and corporate governance

• Nine director nominees are listed for election at the annual meeting.

• Board recommends all nominees for election.

• Proposal to amend the Certificate of Incorporation to adjust board size is included.

Executive compensation and say-on-pay

• Advisory vote on named executive officer compensation for 2025 is on the agenda.

• Board recommends approval of the executive compensation package.