Form 8-K - Current report

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): February 1, 2025

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)		(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	BAX (NYSE)	New York Stock Exchange
		Chicago Stock Exchange
1.3% Global Notes due 2025	BAX 25	New York Stock Exchange
1.3% Global Notes due 2029	BAX 29	New 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 2.02 Results of Operations and Financial Condition.

On February 3, 2025, Baxter International Inc. (the “Company”) announced that it expects its results for the fourth quarter and full year ended December 31, 2024 to be aligned with the continuing operations guidance provided in the Company’s earnings release for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Transition of José Almeida as CEO and Chair; Appointment of Brent Shafer as Interim CEO and Chair

On February 3, 2025, the Company announced that, effective as of February 3, 2025 (the “CEO Transition Date”), José E. Almeida’s service as Chief Executive Officer (“CEO”) of the Company, Chair of the Board of Directors (the “Board”) and director has ceased and, as of such date, Mr. Almeida has transitioned into a non-executive officer role (“Special Advisor”) and will continue employment with the Company through October 31, 2025 (such date the “Separation Date”, and such period, the “Advisory Period”). As of the Separation Date, Mr. Almeida’s service relationship with the Company will cease.

On February 3, 2025, the Company announced that, effective as of the CEO Transition Date, the Board appointed Brent Shafer as interim CEO of the Company and Chair of the Board. Effective as of the CEO Transition Date, Mr. Shafer resigned from his role as Lead Independent Director of the Board and as a member of the Audit Committee and Nominating, Corporate Governance and Public Policy Committee, and Nancy Schlichting was appointed Lead Independent Director. The Board has retained a leading search firm and has begun a process to select a permanent CEO, evaluating internal and external candidates.

Mr. Shafer does not have any family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Mr. Shafer and any other persons pursuant to which he was selected as an officer or director, and there are no transactions between Mr. Shafer and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Shafer, age 67, has served as interim CEO and Chair of the Board since the CEO Transition Date and has served as a director of the Company since 2022. He served as the Lead Independent Director of the Board from 2023 to the CEO Transition Date. He is the former Chair and Chief Executive Officer of Cerner Corporation (“Cerner”), a leading provider of various health information technologies, ranging from medical devices to electronic health records to hardware, serving in this role from 2018 to 2021. Prior to Cerner, Mr. Shafer held a number of roles at Philips Healthcare (“Philips”), including Chief Executive Officer of Philips North America, a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care. Mr. Shafer was also the Chief Executive Officer of Philips Home Healthcare Solution business. Before joining Philips, Mr. Shafer was Vice President and General Manager of the Patient Care Environment Division of Hill-Rom Holdings, Inc. and worked at GE Medical Systems where he served in key positions in sales, marketing, and general management. Mr. Shafer has also held senior roles at Hewlett Packard’s Medical Products Group and Johnson & Johnson. Mr. Shafer currently serves as a director of Tactile Systems Technology, Inc. (Nasdaq: TCMD) and Veracyte, Inc.(Nasdaq: VCYT).

Letter Agreement with Mr. Almeida

On February 1, 2025, the Company and Mr. Almeida entered into a letter agreement (the “Almeida Letter Agreement), pursuant to which (1) his service as CEO, Chair of the Board and director ceased as of the CEO Transition Date and (2) on the CEO Transition Date, he transitioned into the role of Special Advisor and will continue employment in such role through the Separation Date.

As compensation for services performed as Special Advisor during the Advisory Period, Mr. Almeida will receive a salary based on an annual rate of $650,000 and continue to be eligible for the Company’s health benefits. Mr. Almeida will not be eligible to receive any bonus under the Company’s Management Incentive Compensation Program (the “MICP”) or long-term incentive awards under the Company’s long-term incentive plan for his service during 2025.

Mr. Almeida’s outstanding equity awards will continue to vest in accordance with their terms through the Separation Date, and, subject to Mr. Almeida’s compliance with certain release requirements, he will receive a lump-sum separation payment equal to $6,890,000, payable no later than 60 days following the Separation Date. In addition, for the twenty-four month period immediately following the Separation Date, the Company will arrange to provide Mr. Almeida and his dependents health

insurance benefits substantially similar to those provided to him and his dependents immediately prior to the Separation Date (the “Post-Separation Health Benefits”). The Post-Separation Health Benefits will be eliminated if Mr. Almeida receives benefits of the same type during the twenty-four month period following the Separation Date.

The Almeida Letter Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The above descriptions are qualified in their entirety by reference to the terms of the Almeida Letter Agreement.

Interim CEO Agreement with Brent Shafer

On February 1, 2025, the Company and Mr. Shafer entered into a letter agreement (the “Shafer Letter Agreement) establishing the terms of his service as interim CEO and Chair of the Board, with a term commencing on the CEO Transition Date ending on the earlier of the six-month anniversary of the CEO Transition Date and the first date of employment of the successor CEO (the “Term”). Mr. Shafer’s compensation during the Term will comprise an annual base salary payable at the rate of approximately $108,333 per month, a bonus of $600,000, payable upon the first regularly scheduled payroll date following completion of and subject to his continued service through the expiration of the Term, and a one-time grant of restricted stock units under the Company’s 2021 Incentive Plan with a target grant value of $2,500,000 (the “RSUs”). The RSUs will be granted as soon as administratively practicable following the CEO Transition Date and will vest upon the expiration of the Term, subject to Mr. Shafer’s continued employment with the Company through such date. During the Term, Mr. Shafer will be eligible to use Company or charter aircraft, as applicable, for any required business and commuting travel to Company offices, and the Company will reimburse Mr. Shafer to make him whole for any taxes incurred in connection with taxable income allocated to Mr. Shafer based on his commuting travel.

The Shafer Letter Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The above descriptions are qualified in their entirety by reference to the terms of the Shafer Letter Agreement.

Appointment of Heather Knight as Chief Operating Officer

On February 3, 2025, the Company announced that, effective as of the CEO Transition Date, the Board has appointed Heather Knight as Executive Vice President, Chief Operating Officer and Interim Group President, Medical Products & Therapies (“COO”) of the Company.

Ms. Knight does not have any family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Ms. Knight and any other persons pursuant to which she was selected as an officer, and there are no transactions between Ms. Knight and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Ms. Knight, age 53, has led the Company’s Medical Products and Therapies segment since 2023. From 2021-2023, she served as president of the Company’s Americas region and the Company’s Acute Therapies, Clinical Nutrition, and Medication Delivery business units. She joined the Company in 2019 as general manager, U.S. Hospital Products. Throughout her 30-year career in the healthcare industry, Ms. Knight has held numerous roles of increasing leadership in general management, global upstream and commercial capacities at companies including Medtronic plc (“Medtronic”), Covidien plc (“Covidien”), Tyco International plc and Kendall Healthcare Products Company. Prior to joining the Company, she most recently served as vice president and general manager in Medtronic’s Surgical Innovations business. Ms. Knight earned her bachelor’s degree in Biological Sciences from the University of Buffalo and completed the Executive Sales Strategy and Management program from the University of Chicago Booth School of Management. Ms. Knight currently serves as a director of Waters Corporation (NYSE: WAT).

In connection with her appointment as COO, effective as of the CEO Transition Date, Ms. Knight’s (i) annual target bonus under the MICP increased to 110% and (ii) annual target long-term incentive award under the Company’s long-term incentive plan increased to $5,000,000.

Formation of Operating Committee of the Board

In addition, on February 3, 2025, the Board also announced that, effective as of the CEO Transition Date, the Board has formed a new operating committee (the “Operating Committee”) consisting of existing Board members to assist management and the Board in reviewing and identifying opportunities for improvement in the Company’s plans and strategies related to product development, manufacturing, distribution, growth and operational efficiency throughout the CEO transition. Unless the Board should otherwise determine to extend the term of the Operating Committee, it will dissolve automatically on the date that is six months following the Board’s appointment of a successor for the interim CEO.

Item 7.01 Regulation FD Disclosure

On February 3, 2025, the Company issued a press release announcing, among other things, Mr. Almeida’s departure, the appointment of Mr. Shafer as the Company’s interim CEO and Chair and Ms. Knight’s appointment as COO. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Given this announcement, the timing of the Company’s investor conference will be dependent on the appointment of a permanent CEO.

The information in Item 2.02 and Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibits

10.1		Letter Agreement, dated February 1, 2025, by and between José E. Almeida and the Company

10.2		Letter Agreement, dated February 1, 2025, by and between Brent Shafer and the Company

99.1		Press Release, dated February 3, 2025

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

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.


	BAXTER INTERNATIONAL INC.

Date: February 3, 2025	By:	/s/ Ellen K. Bradford
		Name: Ellen K. Bradford
		Title: Senior Vice President and Corporate Secretary

Exhibit 10.1

February 1, 2025

José E. Almeida

At the Address on File with the Company

Dear Joe:

This letter (this “Letter”) confirms our mutual understanding regarding the transition of your employment with Baxter International, Inc. (the “Company”). On behalf of the Board of Directors of the Company (the “Board”), I want to thank you for your years of leadership of the Company. Reference is made to that amended offer letter between you and the Company, dated as of July 25, 2023 (your “Offer Letter”) and that change in control agreement between you and the Company, dated as of September 24, 2020 (your “CIC Agreement”). Capitalized terms used but not defined in this Letter will have the meaning ascribed to them in your CIC Agreement.

Transition. Your service as Chief Executive Officer of the Company, Chair of the Board and Director will cease on February 3, 2025 (the “Transition Date”), and, concurrently therewith, you will execute the Resignation Letter attached hereto as Annex A, pursuant to which you will voluntarily and irrevocably resign as a director, member or officer of the Company and of each of its subsidiaries (collectively, the “Group”) and as a member of any committee of the Group or any board of directors, board of managers or special subcommittee thereof. On the Transition Date, you will transition into a non-executive officer employee role (“Advisor”) and continue service in such role through October 31, 2025, or, if earlier, upon your death or Disability or termination by the Company for Cause (such date, the “Separation Date”, and such period, the “Advisory Period”). The Company will not terminate the Advisory Period other than as a result of you committing Cause. Your service relationship with the Company will end on the Separation Date. Both you and the Company hereby waive any otherwise existing notice requirements under any previous agreements or arrangements you have with the Company.

While serving as Advisor, you will provide advice and counsel as may reasonably be requested by the interim or permanent CEO (as applicable, the “CEO”) from time to time and perform such other reasonable duties as may be assigned to you by the CEO commensurate with your knowledge and prior position as CEO. During the Advisory Period, you will not accept outside employment or other service obligations but may continue to serve in your current director or advisor roles with outside companies; provided, that, subject to the approval of the Board which shall not be unreasonably conditioned, delayed or withheld, you may provide outside director or advisor services to other entities during the Advisory Period so long as such services are not in violation of any restrictive covenants you are subject to and do not conflict with or materially interfere with your duties to the Company.

Advisory Period Compensation. Subject to your continued service as Advisor and compliance with the Release Requirement (as defined below), while serving as Advisor, you will continue to be eligible to participate in the Company’s health and other benefits and receive salary payable on the Company’s regular payroll schedule based on an annual rate of $650,000 but will not be eligible for any annual incentive plan (MICP) opportunity or long-term incentive awards for your service during 2025. For the avoidance of doubt, you will be eligible for a full-year bonus based on actual corporate performance under the MICP for your service during 2024, and no individualized negative discretion will be applied to your MICP bonus.

Separation Benefits. Subject to your compliance with the Release Requirement (as defined below), the Company shall pay you a lump-sum separation payment equal to two times your annual base salary and annual target bonus as of immediately prior to the Transition Date payable no later than 60 days following the Separation Date.

In addition, for the twenty-four month period immediately following the Separation Date, the Company will arrange to provide you and your dependents health insurance benefits substantially equivalent to those provided to you and your dependents immediately prior to the Separation Date, at no greater after-tax costs to you than the after-tax cost to you immediately prior to the Separation Date; provided, however, that such health benefits shall be provided, as applicable, through an arrangement that satisfies the requirements of Section 105 or 106 of the Internal Revenue Code (the “Code”) and, to the extent the payments represent a reimbursement of expenses incurred by you, shall be paid not later than the last day of the year following the year in which the underlying expenses were incurred. Benefits otherwise receivable by you pursuant to this paragraph shall be eliminated if benefits of the same type and level are received by or made available to you during the twenty-four (24) month period following the Separation Date (and any such benefits received by or made available to you shall be reported to the Company by you).

You hereby acknowledge that the foregoing benefits are in full satisfaction of any termination-related benefits due to you under any arrangements or agreements with the Company.

Equity Awards Treatment. Subject to your continued service as Advisor and compliance with the Release Requirement (as defined below), your equity awards will continue to vest through the Separation Date and remain subject to the terms of the applicable award agreements, the applicable long-term incentive plan and your Offer Letter (including, as applicable, retirement treatment). For the avoidance of doubt, your separation as of the Separation Date for any reason other than for Cause or as a result of your death or Disability shall be deemed a “Qualifying Retirement” under the terms of your outstanding awards under the Company’s 2021 Incentive Plan, which are included in the schedule of your equity holdings which is attached hereto as Exhibit A.

Release Requirement. You (or, in the case of your death, your beneficiaries or estate) agree to execute and cause to become irrevocable the release attached hereto as Annex B within forty-five (45) days after the Transition Date and a supplemental release and general waiver in a substantially similar form that is acceptable to the Company (each, a “Release”) within forty-five (45) days after the Separation Date (the “Release Requirement”).

Restrictive Covenants. You will continue to abide by the restrictive covenants set forth in Section 9 of the CIC Agreement (outside of the context of the CIC Agreement) and all other obligations set forth in any contract or agreement with the Company which contain restrictive covenants related to confidentiality, non-competition, non-solicitation, and intellectual property ownership (including without limitation that certain Agreement Regarding Competition and Protection of Proprietary Interests between you and the Company (the “CPPI”)) (collectively, the “Restrictive Covenants”). The Restrictive Covenants are incorporated herein by reference and shall remain in full force and effect, in each case, subject to and, if applicable, as modified by, the terms and conditions set forth in Annex C. You understand that nothing in this Letter (including Annex C), the CIC Agreement, the CPPI, a Release, or any other agreement between you and the Company, shall in any way limit or prohibit you from engaging in any Protected Activity. “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating with, cooperating with, providing information to, responding to any inquiries from or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Agencies”), or discussing the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act. You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information to Agencies as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute confidential information of the Company to any parties other than the relevant Agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Letter.

Withholding; Section 409A. All payments to you from the Company will continue to be subject to tax and other withholding and deductions, as required or permitted by applicable law and Company policies. All payments and awards to you from the Company will continue to be subject to any clawback policy of the Company to the extent applicable.

The payments under this Letter are intended to comply with or be exempt from Section 409A of the Code, so you are not subject to penalties that may be imposed under 409A. For purposes of Section 409A, each payment made under this Letter will be treated as a separate payment. In no event may you, directly or indirectly, designate the calendar year of payment. This Letter shall be interpreted consistent with that intent, and, to the extent any provision hereof would result in your payment of such taxes or penalties, this letter would be amended in a manner to bring it into compliance with 409A and preserve as possible the economic value of the relevant consideration. Notwithstanding any provision of this letter to the contrary, if and solely to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of your separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following your date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.

8.	Indemnification. The Company shall indemnify you for your actions or inactions through and during the Advisory Period and shall provide continued D&O coverage for your actions or inactions on or prior to the Transition Date.

Legal Fees. The Company shall reimburse you up to thirty-five thousand dollars ($35,000) for the legal fees reasonably incurred by you in connection with the negotiation and documentation of this Letter; provided that, upon request by the Company, you provide the Company with reasonable documentation of such fees.

10.

Entire Agreement. Except as expressly provided herein or in the Release, this Letter, together with the Release, supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party, including, without limitation, your Offer Letter and your CIC Agreement.

11.	Counterparts. This Letter may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12.	Choice of Law; Disputes. The validity, interpretation, construction and performance of this Letter shall be governed by the laws of the State of Illinois.

All claims by you for benefits under this Letter shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Letter shall be delivered to you in writing and shall set forth the specific reasons for the denial and the specific provisions of this Letter relied upon. The Board shall afford a reasonable opportunity to you for a review of the decision denying a claim and shall further allow you to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that your claim has been denied. Notwithstanding the above, in the event of any dispute, any decision by the Board hereunder shall be subject to a de novo review by the arbitrator in accordance with the immediately following paragraph.

Any further dispute or controversy arising under or in connection with this Letter shall be settled exclusively by arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

You acknowledge that the Company may be irreparably injured by a violation of Section 6 hereof, and you agree that the Company, notwithstanding the foregoing provisions of this Section 12 and in addition to any other remedies available to it for such breach or threatened breach, shall be entitled to seek a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Executive from any actual or threatened breach of Section 6. If a bond is required to be posted in order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than a nominal sum.

13.	Reporting and Messaging. The Company agrees to provide you with a reasonable opportunity to review, and will consider any reasonable comments on, the press release and internal communications regarding your transition, prior to filing or other public disclosure or dissemination thereof.

* * *


Sincerely,

Baxter International Inc.

By:	/s/ Brent Shafer
	Name:	Brent Shafer
	Title:	Lead Independent Director

By:	/s/ Cathy R. Smith
	Name:	Cathy R. Smith
	Title: Nominating, Corporate Governance & Public Policy Committee Chair

By:	/s/ Nancy M. Schlichting
	Name:	Nancy M. Schlichting
	Title: Compensation and Human Capital Committee Chair

Accepted and Agreed:

/s/ José E. Almeida

José E. Almeida

Date: February 1, 2025

Exhibit 10.2

February 1, 2025

Mr. Brent Shafer

At the address on file with the Company

Dear Brent,

On behalf of the Board of Directors (the “Board”) of Baxter International Inc. (the “Company”), we are pleased to confirm the terms of your service as Interim Chief Executive Officer and Chair of the Board (“Interim CEO/Chair”), effective February 3, 2025 (the “Start Date”).

•

Duties; Term. As Interim CEO/Chair, you will report directly to the Board and will perform such duties, consistent with the Interim CEO/Chair position, as will reasonably be assigned to you by the Board. This is intended to be a temporary position with a term ending on the earlier of the six (6)-month anniversary of the Start Date or the first date of employment of your successor as Chief Executive Officer (the “Term”). You and the Board may elect to extend the Term upon mutually agreed terms. During the Term, you will remain a member of the Board, and immediately following the Term you will return to being a non-employee member of the Board.

•

Base Salary. You will receive compensation at the rate of $108,333.33 per month (equivalent to annualized compensation of $1,300,000) payable in accordance with the Company’s normal payroll practices. If you and the Board elect to extend the Term, your base compensation rate shall be mutually agreed between you and the Board.

•

Bonus Eligibility. You will be eligible for a bonus equal to $600,000, which shall be earned and payable upon the first regular payroll date following completion of, and subject to your continued employment as Interim CEO/Chair through, the Term. You will not otherwise be eligible to participate in any bonus program of the Company.

•

Equity Award. You will receive a one-time grant of restricted stock units with a target grant value of $2,500,000 (the “RSUs”) under the Company’s 2021 Incentive Plan, as soon as administratively practicable after the Start Date. The RSUs will vest upon the end of the Term, subject to your continued employment with the Company through such date. The RSUs will be subject to the terms and conditions of the Company’s 2021 Incentive Plan and applicable award agreement.

•

Other Benefits. During your service as Interim CEO/Chair, you will be eligible for reimbursement of reasonable business expenses in accordance with the Company’s policies as in effect from time to time. In addition, you will be eligible to use the Company aircraft or, if unavailable, charter aircraft, for any required business and commuting travel to Company offices. The Company will reimburse you to make you whole for any taxes you incur in connection with taxable income allocated to you based on your commuting travel (which includes any taxes payable in connection with any tax gross up paid to you).

You will not be eligible to participate in the Company’s severance plans, and during the Term, you will not be eligible for compensation (either in cash or equity) under the Company’s non-employee director compensation program.

•

Related Events and Agreements. You hereby resign from your position as Lead Independent Director of the Board and as a member of any committee of the Board on which you currently serve. The Company expects that, upon request following the Start Date, you will enter into a standard time sharing agreement and confidentiality agreement, with such terms consistent with your interim and limited employment with the Company.

•

No Conflicts. The Company acknowledges that you are currently serving as a member of the board of directors of Tactile Systems Technology, Inc. and Veracyte, Inc. and agrees that your service of the board of directors of these companies may continue during your service as Interim CEO/Chair.

•

At-Will Employment. The term of your employment is “at will,” which means that you or the Company may end your employment at any time and for any reason or no reason.

•

Withholding; Recoupment. All payments to you from the Company will be subject to tax and other withholding and deductions, as required or permitted by applicable law and Company policies, and all payments and awards to you from the Company will be subject to Baxter’s Executive Compensation Recoupment Policy and any such other applicable policy for clawback or recoupment of incentive compensation as may subsequently be approved from time to time.

•

Legal Fees. The Company will reimburse you up to $30,000 for the legal fees reasonably incurred by you in connection with the negotiation and documentation of this offer letter; provided that, upon request by the Company, you provide the Company with reasonable documentation of such fees.

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Entire Agreement. This offer letter constitutes the full and entire understanding and agreement between you and the Company with regard to the subject matters hereof and supersedes all prior understandings and agreements, written or oral, relating to the matters set forth herein.

•

Choice of Law. The validity, interpretation, construction and performance of this offer letter shall be governed by the laws of the State of Illinois.

•

Counterparts. This offer letter may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

We are confident that you will make a significant contribution to the Company during this period of transition. Please indicate your acceptance by signing this offer letter.

Sincerely,

Baxter Board of Directors by

Nancy M. Schlichting, Compensation and Human Capital Committee Chair

/s/ Nancy M. Schlichting

Cathy R. Smith, Nominating, Corporate Governance & Public Policy Committee Chair

/s/ Cathy R. Smith

Accepted by:

Brent Shafer

/s/ Brent Shafer

[Signature Page to Interim CEO Letter]

Exhibit 99.1

LOGO

BAXTER ANNOUNCES CEO RETIREMENT AND APPOINTMENT OF COO

•

José (Joe) E. Almeida to retire as Chair, President and Chief Executive Officer

•

Lead Independent Director Brent Shafer appointed Chair and Interim CEO

•

Board has initiated a comprehensive search to select full-time replacement

•

Heather Knight appointed Chief Operating Officer

DEERFIELD, Ill., FEB. 3, 2025 – Baxter International Inc. (NYSE:BAX), a global medtech leader, today announced that José (Joe) E. Almeida, chair, president and chief executive officer (CEO), will retire from his executive roles with the company, effective immediately. He will serve in an advisory capacity through Oct. 31, 2025.

The Baxter Board of Directors has appointed lead independent director Brent Shafer as chair and interim CEO and has initiated a search for a permanent CEO with the assistance of a leading search firm. The Board will evaluate external and internal candidates. In conjunction with his appointment, Brent Shafer is stepping down from his role as lead independent director. Baxter director Nancy Schlichting will assume the role of lead independent director.

“On behalf of the Board, I would like to thank Joe for his leadership and unwavering dedication to Baxter throughout his nine years of service,” said Mr. Shafer. “Joe has guided the company through a period of significant evolution and portfolio repositioning, including the recently closed sale of its Kidney Care business, while navigating market challenges and evolving conditions. Thanks to his leadership, today’s Baxter is better able to fulfill its mission of saving and sustaining lives while delivering increased value for patients, customers, employees and its many other stakeholders. I look forward to supporting Baxter’s important work in service of its mission and working closely with the Board to identify the permanent CEO.”

“It has been an immense honor to lead the exceptionally talented Baxter team, which is united by our mission and passionate about serving the more than 350 million patients who count on us every year. With the key elements of our broad strategic transformation complete, this is the right time for a new CEO to lead the company into its next chapter,” said Mr. Almeida.

Mr. Almeida assumed his roles at the company in January 2016, following more than three decades of distinguished contributions to the healthcare industry. Under his leadership, Baxter

LOGO

meaningfully evolved its strategic positioning, reorienting the company toward higher-growth end-markets. This strategic shift has most recently centered on the simplification of the business through the divestment of certain non-core assets and the implementation of a new operating model to accelerate innovation and deliver value. During Mr. Almeida’s tenure, the company has also been widely recognized as a socially responsible and sustainable business and as an employer of choice.

Appointment of Chief Operating Officer

Baxter has appointed Heather Knight to the role of executive vice president and chief operating officer (COO), effective immediately. As COO, Ms. Knight will have responsibility for the company’s day-to-day business operations, including global sales, marketing, R&D, supply chain and medical and regulatory affairs. She will report directly to the interim CEO and will also serve as interim group president, Medical Products & Therapies.

“Unifying leadership and oversight of operations across our three post-separation businesses is a natural step in our transformation, best positioning the company to capitalize on our segment operating structure and drive incremental growth through innovation,” said Mr. Shafer. “Heather’s decades of operational expertise and leadership and deep knowledge of the global commercial, operational, medical and regulatory landscape will continue to serve our patients, customers and Baxter well going forward.”

“I’m excited to assume this new role within Baxter, expanding my focus on operational excellence and performance execution across our organization,” said Ms. Knight of her appointment. “Every day I am driven by our mission, and I am inspired by the opportunity we have before us to further advance Baxter for the benefit of patients and healthcare professionals around the world.”

Kidney Care Sale and Financial Outlook

The company completed the sale of its Kidney Care business to Carlyle on Jan. 31, 2025.

The company will now report its fourth-quarter and full-year 2024 earnings results on Feb. 20, 2025. Baxter expects results for the fourth quarter and full-year 2024 to be aligned with the continuing operations guidance previously provided in the company’s third-quarter 2024 earnings announcement.

The company remains committed to its previously announced 2025 financial objectives of 4% to 5% operational sales growth and approximately 16.5% adjusted operating

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margin. The adjusted operating margin guidance does not currently include any impact from the recently announced U.S. tariffs to be implemented on imports from Mexico, Canada and China. The company is working to quantify the expected impact of these actions, as well as identify potential mitigation opportunities, and plans to provide an update on its fourth-quarter 2024 earnings conference call.

About Brent Shafer

Mr. Shafer was appointed as Baxter’s chair and interim CEO in February 2025, having previously served as lead independent director since February 2023. Prior to joining the Baxter Board in May 2022, Mr. Shafer served as the chairman and CEO of Cerner Corporation from 2018 to 2021. He has worked in the healthcare industry for four decades, holding a number of senior leadership roles at Koninklijke Philips NV, Hillrom, GE Medical Systems, Hewlett Packard’s Medical Products Group and Johnson & Johnson. He also serves on the boards of Tactile Systems Technology and Veracyte.

About Nancy Schlichting

Ms. Schlichting was appointed as Baxter’s lead independent director in February 2025 and has served as a director of the company since December 2021. She joined the board following Baxter’s acquisition of Hillrom, where she had previously served as a director. Ms. Schlichting is the retired president and CEO of Henry Ford Health System in Detroit, Michigan, a non-profit health care organization, serving in this role from June 2003 to January 2017. She joined Henry Ford Health System in 1998 as senior vice president and chief administrative officer, and was promoted to executive vice president and chief operating officer from 1999 to 2003, and president and chief executive officer of Henry Ford Hospital from 2001 to 2003. Ms. Schlichting currently serves as a director of Walgreens Boots Alliance and Encompass Health; a trustee of Kresge Foundation and Duke University; and vice-chair of the Duke University Health System Board.

About Heather Knight

Ms. Knight was appointed as Baxter’s executive vice president and chief operating officer in February 2025. In 2023, she was named to lead the company’s largest segment, Medical Products & Therapies, which she continues to lead on an interim basis. From 2021-2023, she served as president of Baxter’s Americas region and the company’s Acute Therapies, Clinical Nutrition and Medication Delivery business units. She joined the company in 2019 as general manager, U.S. Hospital Products. Throughout her accomplished 30-year career in the healthcare

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industry, Ms. Knight has held numerous roles in general management, global upstream and commercial capacities at companies including Medtronic, Covidien, Tyco Healthcare and Kendall. She currently serves as a director of Waters Corporation.

About Baxter

Every day, millions of patients, caregivers and healthcare providers rely on Baxter’s leading portfolio of diagnostic, critical care, nutrition, hospital and surgical products used across patient homes, hospitals, physician offices and other sites of care. For more than 90 years, we’ve been operating at the critical intersection where innovations that save and sustain lives meet the healthcare providers who make it happen. With products, digital health solutions and therapies available in more than 100 countries, Baxter’s employees worldwide are now building upon the company’s rich heritage of medical breakthroughs to advance the next generation of transformative healthcare innovations. To learn more, visit www.baxter.com and follow us on X, LinkedIn and Facebook.

Non-GAAP Financial Measures

This release contains certain forward-looking financial measures that are not calculated in accordance with U.S. GAAP (Generally Accepted Accounting Principles). The forward-looking non-GAAP financial measures include forward-looking annual operational sales growth and forward-looking adjusted operating margin for 2025. Those measures are provided on a continuing operations basis and exclude any impact of the Kidney Care segment, which is reported as a discontinued operation.

Forward-looking annual operational sales growth represents the company’s targeted future sales growth excluding sales to Vantive under a manufacturing and supply agreement and assuming foreign currency exchange rates remain constant in future periods. Forward-looking adjusted operating margin excludes potential charges or gains that would be reflected as non-GAAP adjustments to earnings.

Baxter has not provided reconciliations of forward-looking annual operational sales growth to a forward-looking estimate of annual GAAP sales growth or forward-looking adjusted operating margin to a forward-looking estimate of GAAP operating margin because the company is unable to predict with reasonable certainty the impact of legal proceedings, future business optimization actions, separation-related costs, integration-related costs, asset impairments, unusual gains and losses, and changes in foreign currency exchange rates, and the related amounts are unavailable without unreasonable efforts (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). In addition, Baxter believes that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

Forward-Looking Statements

This press release contains forward-looking statements concerning the company’s financial results (including the company’s performance for fourth-quarter and full-year 2024 and outlook for 2025) and business development and operational activities. These forward-looking statements are based on assumptions about many important factors, including those set forth in the company’s most recent filings on Form 10-K and Form 10-Q, which could cause actual results to differ

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materially from those in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. Baxter’s most recent filings on Form 10-K and Form 10-Q and other SEC filings are available on Baxter’s website. Baxter undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact

Stacey Eisen, (224) 948-5353

media@baxter.com

Investor Contact

Clare Trachtman, (224) 948-3020

###

Document and Entity Information	Feb. 01, 2025
Document And Entity Information [Line Items]
Entity Registrant Name	BAXTER INTERNATIONAL INC
Amendment Flag	false
Entity Central Index Key	0000010456
Document Type	8-K
Document Period End Date	Feb. 01, 2025
Entity Incorporation State 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
Common Stock 1.00 Per Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $1.00 par value
Trading Symbol	BAX (NYSE)
Security Exchange Name	NYSE
Global Notes 13 Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.3% Global Notes due 2025
Trading Symbol	BAX 25
Security Exchange Name	NYSE
Global Notes 13 Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.3% Global Notes due 2029
Trading Symbol	BAX 29
Security Exchange Name	NYSE

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