BAX · Baxter International Inc.

Baxter International Inc. filed a Form 8-K on May 8, 2026, reporting several key corporate governance and compensation actions. On May 4, 2026, the Compensation and Human Capital Committee approved a new Executive Severance and Change in Control Plan, effective immediately, which supersedes the prior plan. The new plan expands eligibility to Vice Presidents and above, introduces 'Good Reason' as a qualifying termination event, and provides tiered benefits: for non-CIC terminations, cash payments of 1.5x salary and target bonus (payable over 18 months) plus medical coverage and outplacement; for CIC terminations, 2.0x multiplier (lump sum) plus 24 months of medical coverage. CEO Andrew Hider's offer letter was amended to increase the medical coverage lump-sum from 18 to 24 months in non-CIC scenarios. Additionally, at the May 5, 2026 annual meeting, stockholders approved a charter amendment reducing the minimum number of directors to seven (no stated maximum), and the board correspondingly amended bylaws to set the director range at 7-12. Stockholders also approved the Second Amended and Restated 2021 Incentive Plan, adding 20 million shares to the reserve. All nine director nominees were elected, and advisory votes on executive compensation and auditor ratification passed. These changes enhance executive retention and align governance with shareholder input.