8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 6, 2014

 

 

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)   (IRS 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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 6, 2014, Baxter International Inc. held its annual meeting of shareholders. Of the 540,935,926 shares outstanding and entitled to vote, 447,832,021 shares were represented at the meeting, constituting a quorum of 82.78%. The following is a summary of the matters voted on at the meeting.

 

  (a) The four nominees for director were elected to serve three-year terms ending in 2017, as follows:

 

Nominee

  

For

  

Against

  

Abstain

  

Broker Non-Votes

Wayne T. Hockmeyer

   384,715,582 (98.16%)    5,104,039    2,105,432    55,906,968

Robert L. Parkinson, Jr.

   374,649,384 (95.59%)    13,990,008    3,285,661    55,906,968

John D. Forsyth

   372,104,032 (94.94%)    17,710,970    2,110,051    55,906,968

Gail D. Fosler

   385,388,714 (98.33%)    4,421,388    2,114,951    55,906,968

 

  (b) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014 was ratified by the following vote:

 

For

   Against    Abstain

442,532,931 (98.81%)

   3,180,177    2,118,913

 

  (c) By the following vote, shareholders approved, on an advisory basis, the 2013 compensation paid to the Company’s named executive officers:

 

For

   Against    Abstain    Broker Non-Votes

365,609,247 (93.28%)

   22,084,487    4,231,319    55,906,968

 

  (d) By the following vote, shareholders did not approve the shareholder proposal relating to a shareholder right to act by written consent:

 

For

   Against    Abstain    Broker Non-Votes

164,807,272 (42.05%)

   224,018,925    3,098,856    55,906,968

 

  (e) By the following vote, shareholders did not approve the shareholder proposal relating to executive stock retention:

 

For

   Against    Abstain    Broker Non-Votes

110,426,390 (28.17%)

   277,056,325    4,442,338    55,906,968


SIGNATURES

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.

 

BAXTER INTERNATIONAL INC.
By:  

/s/ DAVID P. SCHARF

  David P. Scharf
  Corporate Vice President,
  General Counsel
and Corporate Secretary

Date: May 8, 2014