Baxter International Inc. (NYSE:BAX) Files An 8-K Submission of Matters to a Vote of Security Holders

Baxter International Inc. (NYSE:BAX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

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On May8, 2018, the Company held its annual meeting of stockholders. Of the 537,807,098 shares outstanding and entitled to vote, 469,522,247 shares were represented at the meeting, constituting a quorum of approximately 87%. The following is a summary of the matters voted on at the meeting.

(a) The twelve nominees for director were elected as follows:

Nominee

For Against Abstain BrokerNon-Votes

José (Joe) Almeida

388,951,661 22,560,426 6,750,005 51,260,155

Thomas F. Chen

416,583,022 1,299,256 379,814 51,260,155

John D. Forsyth

396,778,712 21,098,610 384,770 51,260,155

James R. Gavin III

390,766,514 27,084,080 411,498 51,260,155

Peter S. Hellman

400,859,399 17,011,473 391,220 51,260,155

Munib Islam

416,645,237 1,218,043 398,812 51,260,155

Michael F. Mahoney

410,127,410 7,747,883 386,799 51,260,155

Stephen N. Oesterle

412,760,210 5,117,360 384,522 51,260,155

Carole J. Shapazian

402,564,331 15,332,274 365,487 51,260,155

Cathy R. Smith

417,077,161 841,394 343,537 51,260,155

Thomas T. Stallkamp

397,131,910 20,748,720 381,462 51,260,155

Albert P.L. Stroucken

401,293,991 16,598,115 369,986 51,260,155
(b) By the following vote, stockholders approved, on an advisory basis, the 2017 compensation paid to the Company’s named executive officers:

For

Against

Abstain

BrokerNon-Votes

389,739,101 26,455,457 2,067,534 51,260,155
(c) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 was ratified by the following vote:

For

Against

Abstain

456,821,313 12,158,628 542,306
(d) By the following vote, stockholders did not approve the stockholder proposal relating to an independent board chairman:

For

Against

Abstain

BrokerNon-Votes

103,449,958 300,851,330 13,960,804 51,260,155
(e) By the following vote, stockholders did not approve the stockholder proposal relating to the right to act by written consent:

For

Against

Abstain

BrokerNon-Votes

173,988,958 242,840,111 1,433,023 51,260,155


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.

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