Independent
Tenure on this board
2.9 yrs
9 nominees · 5 ballot items.
Election of nine directors; advisory approval of 2025 named executive officer compensation (say-on-pay); ratification of PwC as independent auditors for 2026; approval of Baxter’s Second Amended and Restated 2021 Incentive Plan (increase share reserve); approval to amend certificate of incorporation to reduce minimum board size to seven.
Election of nine director nominees to serve for one-year terms.
Non-binding advisory (say-on-pay) vote to approve the compensation of Baxter’s named executive officers for 2025.
This management proposal requests a non-binding advisory approval of the company’s 2025 executive compensation (say-on-pay). Management and the Compensation and Human Capital Committee (CHC) argue the program aligns pay with performance through a mix of annual and long-term incentives tied to metrics like adjusted net sales, adjusted EPS, free cash flow, ROIC and relative TSR, with robust governance features including stock ownership guidelines, clawback policies, and limited severance provisions. The board recommends FOR, citing pay-for-performance, retention during CEO succession, and responsiveness to shareholder feedback (e.g., enhanced retention and disclosure practices). The vote is advisory only but the board will consider outcomes in future decisions; given recent shareholder engagement and past high say-on-pay support (~91% in 2025), management expects favorable approval and uses this to validate compensation structure while noting adjustments made during 2025 (e.g., return to internal financial metrics for PSUs after divestiture of Kidney Care). The proposal touches on compensation governance, succession-related grants for the new CEO, and use of discretionary adjustments and performance curves; while non-binding, a negative outcome could prompt further program changes and additional shareholder outreach.
Ratify PricewaterhouseCoopers LLP as Baxter’s independent registered public accounting firm for 2026.
Approve amendment to increase share reserve under the 2021 Incentive Plan by 20,000,000 shares to allow continued equity awards for employees, directors and service providers.
Management seeks shareholder approval to amend Baxter’s 2021 Incentive Plan to increase the aggregate share reserve by 20 million shares. The board frames this as necessary to maintain a competitive equity program used to recruit, retain and motivate executives and employees, particularly given recent organizational changes and the sale of the Kidney Care business. The filing explains the Board’s analysis of forecasted share usage, burn rate (1.3% average over three years), dilution and overhang, and notes governance protections (no discount options, no repricing without shareholder approval, limits on non-employee director compensation, and clawback/recoupment policies). Approval would permit Baxter to continue granting performance-based and time-based equity awards tied to long-term value creation; failure would force the company to rely more on cash compensation, potentially hampering retention and pay-for-performance alignment. The proposal is technical but material because it affects dilution and future compensation flexibility; institutional investors and governance advisors typically assess burn rate, overhang, and plan design when evaluating such requests.
Approve amendment to the Certificate of Incorporation to lower minimum board size from nine to seven directors and remove the stated maximum.
Management requests shareholder approval to amend Baxter's certificate of incorporation to reduce the minimum board size from nine to seven (and remove the explicit maximum). The board argues this change will provide flexibility to adjust Board composition and size to reflect Baxter’s post-divestiture footprint and support orderly refreshment and succession planning without being constrained by rigid minimums. The proposal notes intent to maintain strong governance practices (annual elections, majority independence, committee structure, and mandatory retirement policies) and suggests the practical effect is modest — the board intends to keep size roughly similar but wants to avoid haste or pressure in recruiting replacements in transitional periods. For governance-focused investors, the change may raise questions about limiting inflow of diverse perspectives if the board chooses to remain smaller; however, management frames it as enabling more nimble governance tailored to strategic needs and reflects recent Board refreshment. The amendment requires majority approval and will become effective upon filing with Delaware if approved.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 12.28% | 63,444,961 | $1.1B |
| 2 | DODGE COX | 11.09% | 57,254,570 | $962M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 33,506,975 | $563M |
| 4 | BlackRock, Inc. | 5.42% | 27,970,067 | $470M |
| 5 | FMR LLC | 4.68% | 24,187,207 | $406M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.65% | 23,993,355 | $403M |
| 7 | STATE STREET CORP | 3.87% | 19,979,957 | $336M |
| 8 | BlackRock, Inc. | 3.36% | 17,353,268 | $292M |
| 9 | GREENHAVEN ASSOCIATES INC | 2.77% | 14,307,688 | $240M |
| 10 | BlackRock, Inc. | 2.72% | 14,067,818 | $236M |
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