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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 18, 2024
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-444836-0781620
(Commission File Number)(I.R.S. 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:
☐    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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueBAX (NYSE)New York Stock Exchange
NYSE Chicago
1.3% Global Notes due 2025BAX 25New York Stock Exchange
1.3% Global Notes due 2029BAX 29New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act:   ☐


Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2024, Mr. Peter M. Wilver notified Baxter International Inc. (the “Company”) of his resignation from the Board of Directors of the Company (the “Board”) and the Audit Committee and Compensation and Human Capital Committee thereof, effective December 31, 2024. Mr. Wilver has indicated that his departure from the Board was for personal reasons and is not the result of any disagreement with management, including with respect to the Company’s operations, policies or practices.

Upon the effectiveness of Mr. Wilver’s resignation, the number of directors constituting the Board shall automatically decrease to 11 directors. Further, Mr. Jeffrey A. Craig, a current director and member of the Board’s Audit Committee, will become the chairperson of the Audit Committee upon the effectiveness of Mr. Wilver’s resignation.

Mr. Craig is the former Chief Executive Officer and President of Meritor, Inc. (“Meritor”), having held various positions with Meritor between 2006 and 2021. Before that time, Mr. Craig was President and CEO of various divisions of General Motors Acceptance Corp. (“GMAC”), including its Commercial Finance organization and Business Credit division. He joined GMAC after serving as an audit partner with Deloitte & Touche LLP.




SIGNATURE
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.
Date: November 22, 2024BAXTER INTERNATIONAL INC.
By:/s/ Ellen K. Bradford
Name:Ellen K. Bradford
Title:Senior Vice President and Corporate Secretary


v3.24.3
Document and Entity Information Document
Nov. 18, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 18, 2024
Entity Registrant Name Baxter International Inc.
Entity Central Index Key 0000010456
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 1-4448
Entity Tax Identification Number 36-0781620
Entity Address, Address Line One One Baxter Parkway
Entity Address, City or Town Deerfield
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60015
City Area Code 224
Local Phone Number 948-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
NEW YORK STOCK EXCHANGE, INC. | Common Stock, $1.00 Per Value  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol BAX (NYSE)
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.3% Global Notes due 2025  
Entity Information [Line Items]  
Title of 12(b) Security 1.3% Global Notes due 2025
Trading Symbol BAX 25
Security Exchange Name NYSE
NEW YORK STOCK EXCHANGE, INC. | 1.3% Global Notes due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 1.3% Global Notes due 2029
Trading Symbol BAX 29
Security Exchange Name NYSE
CHICAGO STOCK EXCHANGE, INC | Common Stock, $1.00 Per Value  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol BAX (NYSE)
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