Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 2, 2023, Baxter International Inc. (the "Company") held its 2023 Annual Meeting. Of the 505,523,153 shares outstanding and entitled to vote, 443,194,379 shares were represented at the meeting, constituting a quorum of approximately 88%. The following is a summary of the matters voted on at the 2023 Annual Meeting.



(a)The ten nominees for director were elected as follows:
Nominee                         For            Against         Abstain        Broker Non-Votes
José (Joe) E. Almeida       361,852,100       33,701,315      1,956,493          45,684,471
Michael F. Mahoney          383,057,652       13,911,184       541,072           45,684,471
Patricia B. Morrison        393,043,858       3,957,883        508,167           45,684,471
Stephen N. Oesterle         387,974,278       8,983,436        552,194           45,684,471
Nancy M. Schlichting        379,485,505       17,509,528       514,875           45,684,471
Brent Shafer                392,915,009       4,034,031        560,868           45,684,471
Cathy R. Smith              362,712,574       34,285,979       511,355           45,684,471
Amy A. Wendell              385,028,500       11,967,719       513,689           45,684,471
David S. Wilkes             393,039,608       3,926,902        543,398           45,684,471
Peter M. Wilver             381,620,681       15,310,118       579,109           45,684,471

(b)By the following vote, stockholders approved, on an advisory basis, the 2022 compensation paid to the Company's named executive officers:


     For            Against         Abstain        Broker Non-Votes

308,247,917 88,194,108 1,067,883 45,684,471

(c)By the following vote, stockholders recommended, to hold an advisory vote on executive compensation on an annual basis:

Every Year Every Two Years Every Three Years Abstain Broker Non-Votes


 391,353,532           432,251              4,878,519            845,606           45,684,471

Based on these results, the Company will continue to hold an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of such advisory vote.

(d)By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023:


     For            Against         Abstain

417,840,759 24,780,050 573,570

(e)By the following vote, stockholders did not approve the stockholder proposal relating to stockholder ratification of termination pay:


     For             Against         Abstain        Broker Non-Votes

38,402,901 357,438,127 1,668,880 45,684,471

(f)By the following vote, stockholders did not approve the stockholder proposal relating to executives retaining significant stock:


     For             Against         Abstain        Broker Non-Votes

123,622,408 272,425,698 1,461,802 45,684,471

Item 9.01 Financial Statements and Exhibits.



(d)Exhibits.

Exhibit Number                    Description

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses