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 2, 2023 Baxter International Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-4448 36-0781620 (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 0.4% Global Notes due 2024 BAX 24 New York 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 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(a) of the Exchange Act: ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. On May 2, 2023, Baxter International Inc. (the "Company") held its 2023 Annual Meeting. Of the 505,523,153 shares outstanding and entitled to vote, 443,194,379 shares were represented at the meeting, constituting a quorum of approximately 88%. The following is a summary of the matters voted on at the 2023 Annual Meeting. (a) The ten nominees for director were elected as follows: Nominee For Against Abstain Broker Non-Votes José (Joe) E. Almeida 361,852,100 33,701,315 1,956,493 45,684,471 Michael F. Mahoney 383,057,652 13,911,184 541,072 45,684,471 Patricia B. Morrison 393,043,858 3,957,883 508,167 45,684,471 Stephen N. Oesterle 387,974,278 8,983,436 552,194 45,684,471 Nancy M. Schlichting 379,485,505 17,509,528 514,875 45,684,471 Brent Shafer 392,915,009 4,034,031 560,868 45,684,471 Cathy R. Smith 362,712,574 34,285,979 511,355 45,684,471 Amy A. Wendell 385,028,500 11,967,719 513,689 45,684,471 David S. Wilkes 393,039,608 3,926,902 543,398 45,684,471 Peter M. Wilver 381,620,681 15,310,118 579,109 45,684,471 (b) By the following vote, stockholders approved, on an advisory basis, the 2022 compensation paid to the Company’s named executive officers: For Against Abstain Broker Non-Votes 308,247,917 88,194,108 1,067,883 45,684,471 (c) By the following vote, stockholders recommended, to hold an advisory vote on executive compensation on an annual basis : Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 391,353,532 432,251 4,878,519 845,606 45,684,471 Based on these results, the Company will continue to hold an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of such advisory vote. (d) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023: For Against Abstain 417,840,759 24,780,050 573,570 (e) By the following vote, stockholders did not approve the stockholder proposal relating to stockholder ratification of termination pay: For Against Abstain Broker Non-Votes 38,402,901 357,438,127 1,668,880 45,684,471 (f) By the following vote, stockholders did not approve the stockholder proposal relating to executives retaining significant stock: For Against Abstain Broker Non-Votes 123,622,408 272,425,698 1,461,802 45,684,471 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 4, 2023 BAXTER INTERNATIONAL INC. /s/ Ellen K. Bradford By: Ellen K. Bradford Senior Vice President and Corporate Secretary