| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
| 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 D. Brent Shafer and Peter M. Wilver as Directors.
On May 3, 2022, Baxter International Inc. (the “Company”) appointed each of D. Brent Shafer and Peter M. Wilver to its Board of Directors (the “Board”), with such appointments to become effective on May 10, 2022. Upon their appointment to the Board on May 10, 2022, the number of directors constituting the Board will increase to thirteen directors. Upon their appointment to the Board, Mr. Shafer will be appointed to serve on the Audit Committee and Compensation Committee and Mr. Wilver will be appointed to serve on the Compensation Committee.
Mr. Shafer, 64, previously served as the Chairman of the Board and Chief Executive Officer of Cerner Corporation from 2018 to 2021. Prior to Cerner, Mr. Shafer held a number of roles at Koninklijke Philips NV, including Chief Executive Officer of Philips North America and Chief Executive Officer of Philips Home Healthcare Solutions business. Before joining Philips, Mr. Shafer was vice president and general manager of Hillrom’s Patient Care Environment Division and worked at GE Medical Systems where he served in key positions in sales, marketing, and general management. Mr. Shafer has also held senior roles at Hewlett Packard’s Medical Products Group and Johnson & Johnson. He currently serves as a director of Tactile Systems Technology.
Mr. Wilver, 62, previously served as the Executive Vice President and Chief Administrative Officer of Thermo Fisher Scientific, Inc. from 2015 until his retirement in 2017. Mr. Wilver also served as Thermo Fisher’s chief financial officer, a position he held from 2004 to 2015. Prior to Thermo Fisher, Mr. Wilver was the chief financial officer for Honeywell’s Electronic Materials Division. Before joining Honeywell, he held various finance roles at Grimes Aerospace Company and General Electric Company. Mr. Wilver currently serves as a director of Shoals Technologies Group Inc. and Evoqua Water Technologies Corporation.
Mr. Shafer and Mr. Wilver will each be compensated for his service as a director pursuant to the Company’s Non-Employee Director Compensation Plan filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 23, 2022 (the “2022 Form 10-K”), and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan filed as Exhibit 10.18 to the Company’s 2022 Form 10-K. In connection with joining the Board, Mr. Shafer and Wilver will each be granted equity awards as compensation for a portion of their 2022 service (representing the period between May 10, 2022 and the 2023 Annual Meeting) 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 2022 Annual Meeting filed on March 21, 2022 (and amended on March 28, 2022) and is incorporated herein by reference.
Retirement of Mr. Peter S. Hellman.
On May 4, 2022, Peter S. Hellman notified the Company of his decision to retire from the Board, effective as of June 30, 2022. Following Mr. Hellman’s retirement on June 30, 2022, the number of directors constituting the Board will decrease to twelve directors.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 3, 2022, the Company held its annual meeting of stockholders (the “2022 Annual Meeting”) at which the stockholders approved the following two amendments to the Company’s Amended and Restated Certificate of Incorporation (as further described under Item 5.07 of this Current Report):
| | • | | An amendment to add a new Article ELEVENTH to permit stockholder action by written consent following a request by record holders who have beneficially owned shares representing a “net long position” of at least 25% of the Company’s common stock entitled to vote on the matter for at least one year so long as such action is approved by holders of shares representing not less than the minimum number of shares required to take such action at an annual or special meeting, subject to the satisfaction of certain procedural safeguards set forth therein (the “Written Consent Charter Amendment”). A stockholder’s “net long position” is generally defined as those shares of common stock as to which a |
