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

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

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Departure of Directors and Officers

Effective as of February27, 2017, David P. Scharf resigned as the
Corporate Vice President and General Counsel of Baxter
International Inc. (the Company).In connection with his
resignation, the Company and Mr.Scharf entered into a separation
agreement (the Separation Agreement) on March2, 2017, which
provides for his continued employment through March10, 2017 (the
Separation Date). The Separation Agreement contains a customary
release of claims and provides that Mr.Scharf shall transition
his duties to his successor and otherwise remain available to
consult on matters related to his role until the Separation Date.
It also provides for (i)the continued payment through the
Separation Date of Mr.Scharfs base salary, including the vesting
of previously granted Company and Shire plc equity awards that
were or are scheduled to vest on or prior to the Separation Date;
(ii)a gross lump sum payment of $1,887,000 less all appropriate
withholdings; (iii)his previously earned 2016 cash bonus award in
the amount of $951,966 less all appropriate withholdings; (iv)an
additional lump sum of $16,000, less all appropriate
withholdings, towards six months of COBRA cost share; and
(v)certain other benefits. Additionally, the Company and Shire
plc equity awards previously granted to Mr.Scharf, which are
scheduled to vest in June 2017, will continue to vest in
accordance with their terms. Certain payments described above are
subject to Mr.Scharfs compliance with covenants contained in the
Separation Agreement and his employment agreement.

The description of the Separation Agreement contained herein is
qualified in its entirety by reference to the full text of the
Separation Agreement, a copy of which is filed as Exhibit 10.1
and is incorporated by reference.

Material Modification of Equity Award

On March2, 2017, the Compensation Committee of the Companys Board
of Directors approved the Baxter International Inc. 2017 Equity
Plan effective as of March2, 2017 (the 2017 Equity Plan). The
2017 Equity Plan provides for the grant of Company stock options,
restricted stock units and performance share units (PSUs) to
individuals under the Companys 2015 Incentive Plan.Fifty percent
of PSUs granted to individuals under the 2017 Equity Plan are
based on adjusted operating margin. The remaining fifty percent
of PSUs granted to individuals under the 2017 Equity Plan are
based on growth in shareholder value relative to companies in the
Dow Jones Medical Equipment Index.

In connection with the grant of awards under the 2017 Equity
Plan, participants (including the Companys Chief Executive
Officer, Chief Financial Officer and certain named executive
officers) will be required to enter into non-competition,
non-solicitation and confidentiality agreements (each a
Restrictive Agreement) with the Company. Upon any violation of a
Restrictive Agreement, the applicable participants unvested
equity awards will be cancelled. Additionally, (i)all equity
awards that vested in the 12 months prior to such participants
termination shall be forfeited and returned to the Company,
(ii)all awards that vested after termination as a result of a
Qualifying Retirement (as defined in the 2017 Equity Plan) shall
be forfeited and returned to the Company and (iii)in the event a
participant sold shares from any awards described under clause
(i)or (ii), then such participant shall make a cash payment to
Baxter 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 to such participant.

The description of the 2017 Equity Plan contained herein is
qualified in its entirety by reference to the full text of the
2017 Equity Plan, a copy of which is filed as Exhibit 10.2 and is
incorporated by reference.

Item8.01 Other Events.

Effective as of February28, 2017, Sean Martin became the Companys
new Corporate Vice President and General Counsel.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1 Separation Agreement, dated as of March2, 2017,between Baxter
International Inc. and David P. Scharf
10.2 Baxter International Inc. 2017 Equity Plan, effective as of
March2, 2017


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 00.00 at 50.77 with 2,145,611 shares trading hands.

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