8-K

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): June 29, 2023

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:

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Securities registered pursuant to Section 12(b) of the Act:

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.

Appointment and Compensation of William Ampofo as Director.

On June 29, 2023, Baxter International Inc. (the “Company”) appointed William Ampofo II to its Board of Directors (the “Board”). Mr. Ampofo has also been appointed to serve as a member of the Quality, Compliance & Technology Committee. Upon his appointment to the Board, the number of directors constituting the Board increased to eleven directors.

Mr. Ampofo has worked for the Boeing Company since 2016 and currently serves as Chair, Supply Chain Operations Council and Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services. Prior to joining Boeing, Mr. Ampofo spent 22 years at United Technologies Corporation working in roles of increasing responsibility related to finance, information technology, corporate strategy and operations.

Mr. Ampofo will be compensated for his service as a director pursuant to the Company’s Non-Employee Director Compensation Plan filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 9, 2023 (the “2022 Form 10-K”), and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan filed as Exhibit 10.19 to the Company’s 2022 Form 10-K. In connection with joining the Board, Mr. Ampofo will be granted equity awards as compensation for a portion of his 2023 service (representing the period between June 29, 2023 and the Company’s 2024 annual meeting of stockholders) in an amount consistent with the awards granted annually to non-employee directors, prorated for the full calendar months to be served during such period in accordance with the terms of the Company’s Non-Employee Director Compensation Plan. A description of the Company’s non-employee director compensation arrangements can be found in the section titled “Proposal 1. Election of Directors-Director Compensation” in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders filed on March 23, 2023 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Ampofo and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. Ampofo that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on June 29, 2023 announcing the appointment of Mr. Ampofo is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

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 hereunto duly authorized.

Date: June 29, 2023

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

BAXTER APPOINTS WILLIAM AMPOFO TO ITS BOARD

Addition of Mr. Ampofo complements and expands current board expertise, reflects focus on continued board refreshment efforts

DEERFIELD, Ill., JUNE 29, 2023 – Baxter International Inc. (NYSE:BAX), a global medtech leader, today announced it has appointed William A. Ampofo II, chair, Supply Chain Operations Council and vice president, Parts & Distribution Services and Supply Chain, Boeing Global Services, to its board of directors. Mr. Ampofo will serve on Baxter’s Quality, Compliance & Technology Committee. His appointment is effective today and brings the total number of directors serving the company to 11.

“William’s deep operational expertise, track record as a supply chain leader, and distinguished career driving transformation at multinational companies will enrich and further differentiate our current board membership,” said José (Joe) E. Almeida, chairman, president and chief executive officer. “We are excited to welcome William to Baxter’s board and look forward to his many contributions.”

William Ampofo

Mr. Ampofo has worked for the Boeing Company since 2016 and currently serves as the leader of the Parts & Distribution Services business and the Global Services Supply Chain function for Boeing Global Services. In this capacity, he leads all aspects of the supply chain function, including a division with operations in over 70 countries and more than 300 locations around the world. Prior to joining Boeing, Mr. Ampofo spent 22 years at United Technologies Corporation (UTC) working in roles of increasing responsibility related to finance, information technology, corporate strategy and operations. Mr. Ampofo earned a bachelor’s degree in finance from Adelphi University and a Master of Business Administration from George Washington University. He is a member of The Executive Leadership Council and currently serves on the board of directors for the General Aviation Manufacturers Association and the Dallas Regional Chamber as well as the board of trustees for Cheshire Academy in Cheshire, Connecticut. In addition, he is a past advisory board member for Howard University’s Center of Excellence in Supply Chain Management.

About Baxter

Every day, millions of patients, caregivers and healthcare providers rely on Baxter’s leading portfolio of diagnostic, critical care, kidney 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 Twitter, LinkedIn and Facebook.

Baxter is a registered trademark of Baxter International Inc.

Media Contact

Stacey Eisen, (224) 948-5353

media@baxter.com

Investor Contact

Clare Trachtman, (224) 948-3020

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