Baxter International Inc. (NYSE:BAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Entry into Material Compensatory Contract
On April 11, 2017, the named executive officers of Baxter
International Inc. (the Company) began entering into Non-Competition,
Non-Solicitation and Confidentiality Agreements (each a
Non-Competition Agreement) with the Company. The Non-Competition Agreements are
being entered into in connection with the March2, 2017 issuance
of annual equity grants under the Companys 2017 Equity Plan (the
Plan). It is anticipated that all participants will enter into a
Non-Competition Agreement by May19, 2017.
Each Non-Competition Agreement
contains confidentiality, non-solicitation, intellectual property
assignment and certain cooperation covenants. It also contains a
non-competition
covenant to which the related participant agrees not to, directly
or indirectly, own, manage, operate, control, be employed by or
otherwise render services to any Competing Organization (i)in a
capacity that involves any Competing Product and in which he or
she may potentially disclose Confidential Information (each as
defined in the Non-Competition Agreement) or (ii)in a position
with responsibilities similar to those he or she had with the
Company during the three years preceding the termination or his
or her employment with the Company and in which he or she may
potentially disclose or use Confidential Information, in each
case, for a period of one year after the termination or his or
her employment with the Company for any
reason.
In the event a participant
breaches the term of his or her Non-Competition Agreement, the
participants unvested equity awards will be cancelled.
Additionally, (i)all equity awards that vested in the 12 months
prior to termination shall be forfeited, (ii)all awards that
vested after termination as a result of a Qualifying Retirement
(as defined in the Plan) shall be forfeited and (iii)in the event
the participant sold shares from any awards described under
clause (i)or (ii), then he or she shall make a cash payment to
the Company in an amount equal to the value recognized from the
sale or exercise of such awards within 30 business days of
written notice by the Company. The clawback provisions of this
paragraph do not apply to any equity award issued prior to
March1, 2017.
The description of the
Non-Competition
Agreement contained herein is qualified in its entirety by
reference to the full text of the Non-Competition Agreement, a
copy of which is filed as Exhibit 10.1 and is incorporated by
reference.
| Item8.01 | Other Events. |
On April 12, 2017, one of the
Companys employees received a grand jury subpoena issued by the
United States District Court for the Eastern District of
Pennsylvania, prepared by the U.S. Department of Justice,
Antitrust Division, to a criminal investigation. The subpoena
calls for production of documents and testimony regarding the
manufacturing, selling, pricing and shortages of intravenous
solutions and containers (including saline solutions and certain
other injectable medicines sold by the Company) and
communications with competitors regarding the same. The Company
is cooperating with the U.S. Department of Justice on this
investigation. As previously disclosed, the New York Attorney
Generals office has previously requested that the Company provide
information regarding business practices in the IV saline
industry.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit Number |
Description |
|
| 10.1 |
Form of Non-Competition, Non-Solicitation and Confidentiality Agreement |
About Baxter International Inc. (NYSE:BAX)
Baxter International Inc., through its subsidiaries, provides a portfolio of essential renal and hospital products, including home, acute and in-center dialysis; sterile intravenous (IV) solutions; infusion systems and devices; parenteral nutrition; biosurgery products and anesthetics, and pharmacy automation, software and services. The Company operates through two segments: Hospital Products and Renal. Its Hospital Products business manufactures IV solutions and administration sets, premixed drugs and drug-reconstitution systems, pre-filled vials and syringes for injectable drugs, IV nutrition products, infusion pumps, inhalation anesthetics, and biosurgery products. The business also provides products and services related to pharmacy compounding, and drug formulation. The Renal business provides products and services to treat end-stage renal disease, or irreversible kidney failure and acute kidney injuries. Baxter International Inc. (NYSE:BAX) Recent Trading Information
Baxter International Inc. (NYSE:BAX) closed its last trading session down -0.28 at 53.25 with 3,923,786 shares trading hands.
