DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant þ

Filed by a Party other than the Registrant  ¨

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¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

þ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

BAXTER INTERNATIONAL INC.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 5, 2015.

 

Meeting Information

 

 
BAXTER INTERNATIONAL INC. Meeting Type:   Annual Meeting  
For holders as of:   March 11, 2015  

 

Date:    May 5, 2015

 

      Time:  9:00 a.m. CDT

 

 

Location:   Baxter International Inc. Headquarters

 

   One Baxter Parkway

 

   Deerfield, Illinois 60015

 

 

 

  BAXTER INTERNATIONAL INC.

  ONE BAXTER PARKWAY

  DEERFIELD, IL 60015

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

M83470-P59050


—  Before You Vote  —

How to Access the Proxy Materials

 

    Proxy Materials Available to VIEW or RECEIVE:  

 

 

 

 

 

 

 

 

      

 

 

 

NOTICE AND PROXY STATEMENT        ANNUAL REPORT        CHAIRMAN’S LETTER

 

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                               1) BY INTERNET:         www.proxyvote.com

                               2) BY TELEPHONE:     1-800-579-1639

                               3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 21, 2015 to facilitate timely delivery.

 

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

       
 

Vote In Person: You must bring this Notice or other proof of share ownership for admittance to the Annual Meeting. Please review other details regarding meeting attendance and directions to the meeting in the Proxy Statement, which is available at www.proxyvote.com. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

M83471-P59050


    Voting Items             

 

The Board of Directors recommends you vote FOR the following proposals:

     

 

1.

 

 

Election of Directors

          
 

 

Nominees:

            
 

1a.    Uma Chowdhry, Ph.D.

          
 

1b.    James R. Gavin III, M.D., Ph.D.

          
 

1c.    Peter S. Hellman

          
 

1d.    K. J. Storm

          
2.   Ratification of independent registered public accounting firm
3.   Approval of named executive officer compensation
4.   Approval of 2015 Incentive Plan
The Board of Directors recommends you vote AGAINST the following proposals:
5.   Shareholder Proposal - Limit Accelerated Executive Pay
6.   Shareholder Proposal - Independent Board Chairman

M83472-P59050


 

 

 

 

 

 

 

M83473-P59050