Baxter International : 2024 Proxy Statement

Published: 2025-03-26 13:30:07 ET BAX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant CHECK THE APPROPRIATE BOX:

☐ Filed by a Party other than the Registrant

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

Baxter International Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

☑

No fee required.

☐

Fee paid previously with preliminary materials:

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

May 6, 2025

Baxter International Inc.

Headquarters

One Baxter Parkway

Deerfield, Illinois 60015

Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015

March 25, 2025

Dear Stockholder:

It is my pleasure to invite you to attend Baxter's Annual Meeting of Stockholders on Tuesday, May 6, 2025, at 9 a.m. Central Time. The attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business being conducted.

A New Chapter Begins: Baxter has reached a pivotal moment in its journey to redefine and reposition itself for a new era. On January 31, 2025, we completed the sale of our Kidney Care business, now known as Vantive, to Carlyle for approximately $3.4 billion of net, after-tax proceeds. This represented the final stage of a strategic transformation announced in January 2023 to enhance operational effectiveness, accelerate innovation for patients and drive value for stockholders. Additional transformative actions announced at that time included the implementation of a new segment-based, verticalized operating model and the divestiture of Baxter's non-core BioPharma Solutions (BPS) business, both completed in 2023.

Baxter emerges today as a more strategically focused and operationally efficient company. We also remain grounded in the same fundamentals that have helped fuel our success and channel our passions for nearly a century - starting, as always, with our Mission to Save and Sustain Lives. Our sustained emphasis on medically essential products and the diversity of our portfolio also supports durability of demand and help us navigate challenges that may affect sectors of our portfolio at any given time.

Growing Momentum: Our momentum is demonstrated in our positive companywide financial performance for continuing operations (excluding our former Kidney Care and BioPharma Solutions businesses) for full-year 2024 across sales and earnings.

It is also evident in recent innovation that showcases our life-sustaining Mission in action. Last year marked the U.S. launch of our leading-edge Novum IQ large-volume infusion pump with Dose IQ safety software, highlighting our expanding impact in connected care. Among other milestones, we announced ten injectable pharmaceutical product launches in the U.S. helping to address critical patient needs across a range of key therapeutical areas, including critical care, anti-infectives, pain and oncology.

We intend to continue to build upon this progress as a newly streamlined and agile enterprise. We are united across the company in our re-envisioned efforts to redefine healthcare delivery, advance customer-inspired innovation and accelerate profitable growth - all to benefit patients, caregivers, stockholders and the full range of stakeholders that rely on us. To achieve and ideally exceed our aspirations, we must now move swiftly, execute crisply and deliver consistently on our commitments. We are excited by our opportunities in 2025 and beyond.

Leadership Updates: Earlier this year, we announced several leadership changes coinciding with our entry into this new phase. José (Joe) E. Almeida departed as Chair, President and Chief Executive Officer (CEO), creating an opportunity for a new CEO to set Baxter's course and vision for this next chapter. On behalf of the Board of Directors (Board) and company management, we are grateful for Joe's nine years of leadership through a period of significant change in our portfolio, structure and markets. Joe continues to serve in an advisory capacity through October 31, 2025.

My own role has also shifted. After joining as a Baxter Board member in May 2022, and having served as Lead Independent Director from April 2023 through February 2025, I am now honored to serve as Chair and Interim CEO as the Board leads a thorough search for Baxter's permanent CEO.

The company has also appointed Heather Knight to the new role of Executive Vice President and Chief Operating Officer (COO). Heather is a proven leader who has driven outstanding performance across multiple roles since joining Baxter in 2019. Most recently, she has led the profitable growth and enhanced innovation of our Medical Products & Therapies segment, Baxter's largest segment by sales. She is currently serving as the Interim Group President, Medical Products & Therapies until her successor is appointed. As COO, she will oversee strategies across our commercial segments and closely aligned functions, with a keen focus on driving operational excellence and creating a more holistic experience for our customers, caregivers and the patients they serve.

North Cove Recovery: A further expression of our momentum, as well as our resilience, is how effectively we rise to our challenges; and no challenge in recent memory for Baxter has been greater than the impact of Hurricane Helene on our North Cove, North Carolina, manufacturing facility. Flooding from the rain and storm surge in September 2024 forced a temporary shutdown in site operations, requiring a vast recovery effort. Our North Cove and broader Baxter teams, in coordination with government agencies, focused immediately on supporting employees in affected communities, bringing the facility back online, and working to help ensure ongoing supply continuity for patients.

By early 2025, North Cove had returned to production at pre-hurricane levels. The pace of recovery and dedication of the team have been nothing short of remarkable. I want to express my deep gratitude to all involved in this effort, within Baxter and beyond. I also share profound thanks with our customers for their patience as our team continues to work diligently to support supply continuity and replenish inventory.

Commitment to Corporate Responsibility: As we evolve our profile as a healthcare leader, we remain committed to sound corporate citizenship. Our 2030 Corporate Responsibility Commitment, introduced in 2021, underscores our embrace of social responsibility, sustainable business practices and operating as an employer of choice through three pillars: Empower our Patients; Protect our Planet; and Champion our People and Communities.

Our progress against our goals is published annually in our Corporate Responsibility Report, which is available onwww.baxter.com. Just as Baxter and its communities are ever changing, we periodically reassess our objectives to ensure alignment with our broader trajectory and opportunities. We expect to refresh our commitment and goals sometime in the future following the appointment of a new permanent CEO.

Annual Meeting Details: Baxter's upcoming Annual Meeting will be held again in a virtual format only. Please review the information on attendance provided in the attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.

Details of the business to be conducted at the Annual Meeting are included in the proxy statement, which we encourage you to read carefully.

Your vote is important to us, and I urge you to vote your shares as promptly as possible. You may vote your shares by Internet or by phone. If you received a paper copy of the proxy card by mail, you may sign, date and return the proxy card in the accompanying envelope. Stockholders of record will also be able to vote at the Annual Meeting.

You will be able to submit questions in advance of and during the Annual Meeting.

In closing, I am proud to recognize our engaged, talented and highly motivated team of Baxter colleagues worldwide, whose hard work has helped us reach this exciting new chapter in pursuit of our life-sustaining mission.

On behalf of our Board, senior management, and the entire Baxter team, thank you for your continued confidence and support. We look forward to your participation in the annual meeting.

Sincerely yours,

Brent Shafer

Chair and Interim CEO

Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015

March 25, 2025

Dear Stockholder:

On behalf of the Board of Directors, I would like to thank you for your continued investment in Baxter and for your ongoing support. It is my distinct privilege to write to you about recent developments at Baxter in my new role as Lead Independent Director, having been appointed earlier this year following my service on the Board since 2021. I look forward to continuing my work alongside a skilled Board of Directors and under the guidance of Brent Shafer, our recently announced Chair and Interim CEO.

The company made meaningful progress in completing key elements of its broad strategic transformation announced in January 2023, which included implementing a simplified operating model, divesting the BPS business and completing the separation of Vantive. Further, in 2024, the Board remained committed to sound and effective corporate governance practices and transparent disclosure, including regarding Board refreshment, leadership succession planning, and Baxter's robust stockholder engagement program.

I would like to highlight some recent key developments and focus areas at Baxter:

• Effective Oversight of Leadership Succession Planning: Oversight of Baxter's ongoing leadership succession efforts remains a top priority for the Board. In February 2025, Baxter announced that Joe Almeida ceased serving in his executive roles and on the Board. I would like to thank Joe for his leadership throughout his nine years as CEO of Baxter. In connection with Joe's departure, the Board formed a CEO Search Working Group to help lead the search for the permanent CEO in partnership with the Nominating, Corporate Governance and Public Policy Committee.

The Board's effective management development and succession planning process has also led to the election of Heather Knight as COO. The Board believes that this new role will ultimately promote more efficient operations across the company.

• Ongoing Commitment to Board Evolution and Engagement: The Board is composed of an experienced group of independent directors with a wide range of skills, experiences and qualifications. As part of our thoughtful approach to Board composition, in 2024, we appointed Jeffrey (Jay) Craig, retired Chief Executive Officer and President of Meritor, Inc., to the Board. Jay complements the Board's expertise with deep financial, broad operational and public company board experience. Jay was also appointed as Chair of the Audit Committee, effective December 31, 2024, in connection with the resignation of Peter Wilver from the Board. I would like to thank Peter for his service on the Board and for his commitment to Baxter. Our comprehensive Board refreshment practices are critical to the Board's success and help to ensure an appropriate balance of fresh perspectives while maintaining critical institutional knowledge.

Additionally, we refreshed Board committee oversight in 2024 and 2025 by moving oversight of innovation strategy and cybersecurity generally from the Quality and Regulatory Compliance and Audit Committees, respectively, to the full Board, consistent with the recent implementation of Baxter's new operating model. We also updated the Company's Corporate Governance Guidelines and each standing committee's charter in furtherance of Baxter's commitment to strong governance and transparency.

In further continuance of our sound corporate governance practices, in 2024 and early 2025, Baxter continued its long-standing stockholder engagement program. These conversations with our stockholders focused on our leadership transition and CEO search process, corporate governance, executive compensation and corporate responsibility matters. As a result of stockholder engagement over the years, the Board is better able to understand stockholder perspectives and incorporate them into its decision-making process.

• Diligent Board Oversight of Company Strategy: I remain fully confident in the company's strategy, our highly skilled and experienced Board and the Baxter management team's ability to deliver on a strong path of creating long-term stockholder value and delivering on its Mission to Save and Sustain Lives. The Board plays a critical role in overseeing the strategic direction of the company, including the recently completed strategic initiatives, and helps to ensure that Baxter's corporate culture supports and aligns with its short- and long-term strategies.

To further the Board's oversight of Baxter's strategic transformation and as part of our leadership transition announced in February 2025, the Board formed a new Operating Committee. The committee is designed to be short-term in nature to help support Baxter through this transition process and it is scheduled to dissolve six months following the Board's appointment of a permanent CEO.

Thank you in advance for your support at the 2025 Annual Meeting of Stockholders, which will be held on May 6, 2025. On behalf of the Board, we look forward to continuing our progress in the year ahead and remain confident in the strength of our leadership team to lead Baxter into our next chapter.

Best regards,

Nancy Schlichting

Lead Independent Director and

Chair of the Compensation and Human Capital Committee

Table of Contents

Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

Proxy Statement Highlights

Corporate Governance at Baxter International Inc.

i 1 3 13

Proposal 1 Election of Directors Nominees for Election as Directors Board of Directors

Other Corporate Governance Information Board Responsibilities

Board Structure and Processes Committees of the Board Director Compensation Corporate Responsibility

Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation for 2024

34 37

Compensation and Human Capital Committee Report

Compensation Discussion and Analysis

Executive Summary

Structure of Executive Compensation Program

Elements of Executive Compensation

Additional Compensation Governance Executive Compensation Tables

2024 Summary Compensation Table

2024 Grants of Plan-Based Awards

Outstanding Equity Awards at 2024 Fiscal Year-End

2024 Option Exercises and Stock Vested

2024 Nonqualified Deferred Compensation Plan

Potential Payments Upon Termination or Following a Change in Control

CEO Pay Ratio

Pay Versus Performance Disclosure Option Award Disclosure

38 38 39 47 49 60 63 63

Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025

Audit Committee Report Audit and Non-Audit Fees

Pre-Approval of Audit and Permissible Non-Audit Fees

Ownership of Baxter Stock

Security Ownership by Directors and Executive Officers

Security Ownership by Certain Beneficial Owners

Delinquent Section 16(a) Reports

Proposal 4 Executives to Retain Significant Stock

General Information

Questions and Answers about the Annual Meeting

Other Information

65 66 68 69 70 77 78 83 8486 87 87 88 88 89 89 9094 94

Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

The Annual Meeting is scheduled to be held by means of a virtual-only format to provide a safe, convenient and cost-efficient experience to all stockholders regardless of location. The Annual Meeting will take place on Tuesday, May 6, 2025 at 9:00 a.m., Central Time. Online access to the Annual Meeting will begin at 8:45 a.m., Central Time, on the same date. You can attend the Meeting by accessingwww.virtualshareholdermeeting.com/ BAX2025.

The Annual Meeting will be held for the following purposes:

To elect the ten directors named in the proxy

statement.

To approve, on an advisory basis, named executive

officer compensation for 2024.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Baxter International Inc. (Baxter or the company) for 2025.

To vote on the one stockholder proposal as described in the proxy statement, if such proposal is properly presented at the Annual Meeting.

The proxy statement relating to the

To transact any other business that may properly come before the Annual Meeting.

The Board recommends that stockholders vote FOR Items 1, 2 and 3. The Board recommends that stockholders vote AGAINST the stockholder proposal referred to in Item 4. Stockholders of record at the close of business on March 13, 2025 will be entitled to vote at the Annual Meeting.

By order of the Board,

Ellen K. Bradford Corporate Secretary

How Do I Vote?

By Internet, following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card;

By telephone, using the telephone number printed on the proxy card; or

Annual Meeting and the

Annual Report to Stockholders for the year ended December 31, 2024 are available athttp://materials.proxyvote.com/071813

The Annual Meeting will again be held only in a virtual format to provide a safe, convenient and cost-efficient experience to all stockholders regardless of location. As always, you are encouraged to vote your shares prior to the Annual Meeting whether or not you plan to attend the Annual Meeting. Details on how to attend the Annual Meeting and further information can be found at "General Information-Other Information-Attending the Annual Meeting."

Proxy Statement

The accompanying proxy statement is solicited on behalf of the Board for use at the Annual Meeting to be held on Tuesday, May 6, 2025. On or about March 25, 2025, Baxter began mailing to stockholders of record a Notice of Internet Availability of Proxy Materials providing instructions on how to access proxy materials via the Internet and how to vote online (www.proxyvote.com). Stockholders who did not receive the Notice of Internet Availability of Proxy Materials as a result of a previous election will receive a paper or electronic copy of the proxy materials, which Baxter also began sending on or about March 25, 2025.

| 2025 Annual Meeting of Stockholders and Proxy Statement

Proxy Statement Highlights

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, this section presents summary detail about each non-routine voting item. For more complete information, please review the company's Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K) and the complete proxy statement.

Election of Directors

What am I voting on?

You will be asked to vote for the election of the ten director nominees set forth below for a term of one year.

What is the Board's recommendation?

The Board recommends a vote FOR the election of each of the director nominees.

As demonstrated in the director skills matrix included on page 7, the Board believes that the ten directors standing for election possess a desirable mix of skills, backgrounds, professional and industry experience and qualifications. These directors also reflect the Board's commitment to regular refreshment, as demonstrated by the appointment of Mr. Jeffrey A. Craig in September 2024.

The Board believes that each director is individually qualified to make unique and substantial contributions to the Board, and, collectively, the directors' diverse and complimentary skill sets, viewpoints and perspectives enable the Board to provide the company with valuable insight and effective oversight with respect to its business, overall performance and strategic direction. Baxter's directors' unique qualifications have also better enabled the Board, as a whole, to effectively consult with management on succession planning, including in light of the ongoing CEO transition, as well as the company's strategic and operational plans and capital allocation decisions, including with respect to the recent sale of its Kidney Care business and the company's disaster recovery efforts at its North Cove facility in response to the impacts from Hurricane Helene. See below for additional information regarding the qualifications, experiences and backgrounds of the directors and recent Board developments.

Where can I find more information?

Concise supporting information is presented below.

See also "Corporate Governance at Baxter International Inc.-Proposal 1 -Election of Directors" for additional information.

Disclaimer

Baxter International Inc. published this content on March 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 26, 2025 at 17:29:10.401.