Baxter International (BAX) Proxy filing summary

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to reduce the minimum number of directors from nine to seven and eliminate the maximum number, with the exact number to be set by the Board.

• Board adopted a Bylaws Amendment to fix Board size within a range of seven to twelve members, effective only if the Charter Amendment is approved.

• Amendments aim to provide flexibility for Board size adjustments and support ongoing Board refreshment and succession planning.

• Clear parameters for Board size changes are established, with future changes to be moved to the Charter upon next amendment approval.

• Board recommends voting in favor of the Proposed Charter Amendment.

Board of directors and corporate governance

• Framework preserves Board's ability to adjust its size as needed for effective decision making.

• Intended to ensure an optimal mix of skills, perspectives, and experiences on the Board.

• Bylaws Amendment maintains disciplined parameters for Board size, consistent with governance best practices.

Shareholder rights and capital structure

• Stockholders retain assurance that Board size changes will occur within clearly defined and disciplined parameters.

• Stockholders can change their vote if they have already voted against the Proposed Charter Amendment.