Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2024


Baxter International Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-4448			36-0781620
(Commission File Number)			(I.R.S. Employer Identification No.)

One Baxter Parkway, Deerfield, Illinois			60015
(Address of principal executive offices)			(Zip Code)

(224)948-2000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

BAX (NYSE)

New York Stock Exchange

NYSE Chicago

1.3% Global Notes due 2025

BAX 25

New York Stock Exchange

1.3% Global Notes due 2029

BAX 29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment and Compensation of Jeffrey A. Craig as Director.

On September 8, 2024, Baxter International Inc. (the “Company”) appointed Jeffrey (Jay) A. Craig to its Board of Directors (the “Board”). Mr. Craig has also been appointed to serve as a member of the Audit Committee. Upon his appointment to the Board, the number of directors constituting the Board increased to 12 directors.

Mr. Craig is the former Chief Executive Officer and President of Meritor, Inc. (“Meritor”), a position he held from 2015 until 2021. He also served as Executive Chairman of the Board of Directors of Meritor in 2021 and a member of the Board of Directors of Meritor from 2015 until 2021. Prior to this, from 2014 to 2015, Mr. Craig was President and Chief Operating Officer, with oversight of Meritor’s business segments - Commercial Truck & Industrial and Aftermarket & Trailer. Prior to taking on the role of President and COO, Mr. Craig was Senior Vice President and President of Meritor’s Commercial Truck & Industrial segment from February 2013 to May 2014. He served as Senior Vice President and Chief Financial Officer at Meritor from February 2009 to January 2013 and held various leadership positions at Meritor since 2006. Before joining Meritor, Mr. Craig served as President and CEO of General Motors Acceptance Corp.’s (“GMAC”) Commercial Finance organization from 2001 to 2006. Prior to that, Mr. Craig was President and CEO of GMAC’s Business Credit division from 1999 until 2001. He joined GMAC as a general auditor in 1997 from Deloitte & Touche LLP, where he served as an audit partner. Mr. Craig currently serves as Chair of the Board of Directors of Hyliion Holdings Corp. and Chair of the Audit Committee of the Board of Directors for Arcosa Inc.

Mr. Craig will be compensated for his service as a director pursuant to the Company’s Non-Employee Director Compensation Plan filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on February 8, 2024 (the “2023 Form 10-K”), and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan filed as Exhibit 10.27 to the Company’s 2023 Form 10-K. In connection with joining the Board, Mr. Craig will be granted equity awards as compensation for a portion of his 2024 service (representing the period between September 8, 2024 and the Company’s 2025 annual meeting of stockholders) in an amount consistent with the awards granted annually to non-employee directors, prorated for the full calendar months to be served during such period in accordance with the terms of the Company’s Non-Employee Director Compensation Plan. A description of the Company’s non-employee director compensation arrangements can be found in the section titled “Proposal 1. Election of Directors-Director Compensation” in the Company’s definitive proxy statement for its 2024 annual meeting of stockholders filed on March 25, 2024 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Craig and any other persons pursuant to which he was selected as a director, and there are no related party transactions, involving Mr. Craig that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on September 9, 2024 announcing the appointment of Mr. Craig is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Description

99.1						Press Release issued by Baxter International Inc., dated September 9, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 9, 2024


			BAXTER INTERNATIONAL INC.

			By:			/s/ Ellen K. Bradford
			Name:			Ellen K. Bradford
			Title:			Senior Vice President and Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE

BAXTER APPOINTS JEFFREY A. CRAIG TO ITS BOARD

Addition of Mr. Craig complements current board expertise with deep financial, broad operational and public company board experience

DEERFIELD, Ill., SEPT. 9, 2024 – Baxter International Inc. (NYSE:BAX), a global medtech leader, today announced it has appointed Jeffrey (Jay) A. Craig, former executive chair and chief executive officer (CEO) of Meritor Corporation, to its board of directors. Mr. Craig will serve on Baxter’s Audit Committee. His appointment is effective today and brings the total number of directors serving the company to 12.

“We are excited to welcome Jay to Baxter’s board,” said José (Joe) E. Almeida, chair, president and CEO. “As a former CEO, CFO, COO and public company auditor, Jay’s broad-based business leadership and operational expertise will be a tremendous complement to our current board membership.”

About Jay Craig

Mr. Craig most recently served as executive chair and CEO of Meritor Corporation, a global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicles, where he had also previously held roles of increasing leadership including controller, chief financial officer, and president and chief operating officer. Prior to joining Meritor, he was president, GMAC Commercial, a $10 billion finance provider to the manufacturing, garment and private aircraft industries. Mr. Craig started his career at Deloitte, culminating in the role of audit partner and audit practice leader of its St. Louis office. He currently serves as a director of Arcosa Corporation and Hyliion Corporation. Mr. Craig earned a bachelor’s degree in accounting from Michigan State University and a Master of Business Administration from Duke University.

About Baxter

Every day, millions of patients, caregivers and healthcare providers rely on Baxter’s leading portfolio of diagnostic, critical care, kidney care, nutrition, hospital and surgical products used across patient homes, hospitals, physician offices and other sites of care. For more than 90 years, we’ve been operating at the critical intersection where innovations that save and sustain lives meet the

healthcare providers who make it happen. With products, digital health solutions and therapies available in more than 100 countries, Baxter’s employees worldwide are now building upon the company’s rich heritage of medical breakthroughs to advance the next generation of transformative healthcare innovations. To learn more, visit www.baxter.com and follow us on X, LinkedIn and Facebook.

Baxter is a registered trademark of Baxter International Inc.

Media Contact

Stacey Eisen, (224) 948-5353

media@baxter.com

Investor Contact

Clare Trachtman, (224) 948-3020

###

Document and Entity Information Document	Sep. 09, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 09, 2024
Entity Registrant Name	Baxter International Inc.
Entity Central Index Key	0000010456
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4448
Entity Tax Identification Number	36-0781620
Entity Address, Address Line One	One Baxter Parkway
Entity Address, City or Town	Deerfield
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60015
City Area Code	224
Local Phone Number	948-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. \| Common Stock, $1.00 Per Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	BAX (NYSE)
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 1.3% Global Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.3% Global Notes due 2025
Trading Symbol	BAX 25
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 1.3% Global Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	1.3% Global Notes due 2029
Trading Symbol	BAX 29
Security Exchange Name	NYSE
CHICAGO STOCK EXCHANGE, INC \| Common Stock, $1.00 Per Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	BAX (NYSE)