Baxter International (BAX) Proxy Filing summary

Executive summary

• The company completed a major strategic transformation, including the $3.3B sale of its Kidney Care business in January 2025, and introduced new products and operational improvements despite macroeconomic and supply chain challenges.

• Leadership transitioned with a new CEO appointed in August 2025 after a robust search, and the Board separated the roles of Chair and CEO to enhance governance.

• The company restored operations after Hurricane Helene, received industry recognition for resiliency, and published its 2024 Corporate Responsibility Report.

Voting matters and shareholder proposals

• Stockholders are asked to vote on: election of nine directors, advisory approval of 2025 executive compensation, ratification of PwC as auditor for 2026, approval of an amended incentive plan, and an amendment to reduce the Board's minimum size.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board underwent refreshment, adding new directors and rotating committee chairs, with eight of nine nominees independent.

• Board committees are fully independent, and annual self-assessments inform ongoing refreshment and governance updates.

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