Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021     Baxter International Inc. (Exact name of registrant as specified in its charter)       Delaware   1-4448   36-0781620 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   One Baxter Parkway , Deerfield , Illinois   60015 (Address of principal executive offices)   (Zip Code) (224) 948-2000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $1.00 par value   BAX (NYSE)   New York Stock Exchange     Chicago Stock Exchange 1.3% Global Notes due 2025   BAX 25   New York Stock Exchange 1.3% Global Notes due 2029   BAX 29   New York Stock Exchange 0.4% Global Notes due 2024   BAX 24   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) ☐   Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act  ☐       Item 5.07 Submission of Matters to a Vote of Security Holders On May 4, 2021, the Company held its annual meeting of stockholders in a virtual format. Of the 505,772,000 shares outstanding and entitled to vote, 444,137,857 shares were represented at the meeting, constituting a quorum of approximately 88%. The following is a summary of the matters voted on at the meeting.   (a) The twelve nominees for director were elected as follows:   Nominee   For   Against   Abstain   Broker Non-Votes José (Joe) Almeida   379,377,379   26,270,347   3,079,417   35,410,714 Thomas F. Chen   396,836,098   11,092,631   798,414   35,410,714 John D. Forsyth   377,622,636   30,304,696   799,811   35,410,714 Peter S. Hellman   384,618,533   23,301,603   807,007   35,410,714 Michael F. Mahoney   396,604,616   11,323,610   798,917   35,410,714 Patricia B. Morrison   405,774,030   2,185,723   767,390   35,410,714 Stephen N. Oesterle   400,141,208   7,767,900   818,035   35,410,714 Cathy R. Smith   404,363,910   3,599,948   763,285   35,410,714 Thomas T. Stallkamp   384,283,324   23,640,734   803,085   35,410,714 Albert P.L. Stroucken   385,357,618   22,607,695   761,830   35,410,714 Amy A. Wendell   406,406,192   1,499,783   821,168   35,410,714 David S. Wilkes   406,416,101   1,511,244   799,798   35,410,714   (b) By the following vote, stockholders approved, on an advisory basis, the 2020 compensation paid to the Company’s named executive officers:   For   Against   Abstain   Broker Non-Votes 372,124,431   35,259,771   1,342,941   35,410,714   (c) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was ratified by the following vote:   For   Against   Abstain 405,409,050   37,796,980   931,827   (d) By the following vote, stockholders approved the Company’s 2021 Incentive Plan:   For   Against   Abstain   Broker Non-Votes 383,079,044   23,851,194   1,796,905   35,410,714   (e) By the following vote, stockholders approved an amendment and restatement of the Company’s Employee Stock Purchase Plan:   For   Against   Abstain   Broker Non-Votes 405,757,779   1,466,495   1,502,869   35,410,714   (f) By the following vote, stockholders approved the stockholder proposal relating to the right to act by written consent:   For   Against   Abstain   Broker Non-Votes 218,948,599   187,582,031   2,196,513   35,410,714   (g) By the following vote, stockholders did not approve the stockholder proposal relating to an independent board chairman:   For   Against   Abstain   Broker Non-Votes 112,341,311   295,015,821   1,370,011   35,410,714 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 5, 2021   BAXTER INTERNATIONAL INC.   /s/ Ellen K. Bradford By:   Ellen K. Bradford   Senior Vice President, Associate General Counsel and Corporate Secretary