Baxter International (BAX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2026, in a virtual-only format, with voting on five key proposals including director elections, executive compensation, auditor ratification, an amended incentive plan, and a board size amendment.

• The company completed the sale of its Kidney Care business in January 2025, generating $3.3 billion in net after-tax proceeds, marking the final step in a multi-year strategic transformation.

• Leadership changes included the appointment of a new CEO, Andrew Hider, in August 2025, following a robust search process and a period of interim leadership.

• Operational resilience was demonstrated by recovery from Hurricane Helene, with inventory and supply chain stability restored by May 2025.

• The company introduced new products and expanded customer partnerships, and published its 2024 Corporate Responsibility Report.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) advisory approval of 2025 executive compensation, (3) ratification of PwC as auditor for 2026, (4) approval of the Second Amended and Restated 2021 Incentive Plan, and (5) amendment to reduce the board's minimum size to seven.

• The board recommends a vote FOR all proposals.

Board of directors and corporate governance

• The board is composed of nine nominees with diverse skills and backgrounds, eight of whom are independent.

• Recent refreshment included the addition of Michael McDonnell and Jeffrey Craig, and the retirement of Dr. Stephen Oesterle.

• The roles of Chair and CEO were separated in August 2025, with Brent Shafer serving as Non-Executive Chair.

• All board committees are fully independent, and annual self-assessments are conducted.

• Stockholders have rights to call special meetings, act by written consent, and access proxy rights; there is no poison pill or supermajority voting.