8-K
Baxter International Inc (BAX)
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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): February 14, 2021
| 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 |
| 0.4% Global Notes due 2024 | BAX 24 | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Dr. James R. Gavin III, M.D., Ph.D. On February 14, 2021, Dr. James R. Gavin III, M.D., Ph.D., notified Baxter International Inc. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”), the Nominating, Corporate Governance & Public Policy Committee and the Quality, Compliance and Technology Committee, in each case effective as of May 2, 2021, two days prior to the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”). Mr. Thomas Chen will become the chair of the Board’s Nominating, Corporate Governance & Public Policy Committee immediately after the effectiveness of Dr. Gavin’s retirement.
Appointment and Compensation of Dr. David S. Wilkes, M.D. as Director. On February 15, 2021, the Company appointed Dr. David S. Wilkes, M.D. to the Board and the Board’s Quality, Compliance and Technology Committee effective immediately.
Dr. Wilkes will be compensated for his service as a director pursuant to the Company’s Non-Employee Director Compensation Plan and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan. In connection with joining the Board, Dr. Wilkes was granted equity awards as compensation for his 2021 service (representing the period between February 15, 2021 and the 2021 Annual Meeting) in an amount consistent with the awards granted annually to non-employee directors, prorated for the number of months to be served during such period in accordance with the terms of the Company’s Non-Employee Director Compensation Plan. Dr. Wilkes’ initial term will expire on the date of the 2021 Annual Meeting.
Change of Board Size. In connection with Dr. Wilkes’ appointment, the Company increased the size of the Board by one director to 13 directors (effective as of February 15, 2021) and appointed Dr. Wilkes to fill the newly created vacancy. The Board size will automatically decrease to 12 directors in connection with Dr. Gavin’s retirement from the Board on May 2, 2021.
Appointment of Mr. Albert P.L. Stroucken as Lead Independent Director. On February 15, 2021, the Board appointed Mr. Albert P.L. Stroucken as the Board’s lead independent director, effective immediately. Mr. Stroucken, who has served on the Board since 2004 and previously served as the chair of the Board’s Audit Committee, will succeed Mr. Thomas T. Stallkamp, who served as lead independent director from May 2014 to February 2021. Mr. Stallkamp will continue to serve on the Board and as a member of the Board’s Audit and Compensation Committees. Ms. Cathy Smith has been appointed as the new chair of the Board’s Audit Committee in connection with Mr. Stroucken’s appointment as the lead independent director. Mr. Stroucken will continue to serve as a member of the Board’s Audit and Nominating, Corporate Governance & Public Policy Committees.
Item 8.01 Other Events.
On February 16, 2021, the Company issued a press release announcing certain appointments disclosed above. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are provided as part of this Form 8-K:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Baxter International Inc., dated February 16, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 16, 2021
| BAXTER INTERNATIONAL INC. | |
|---|---|
| By: | /s/ Ellen K. Bradford |
| Name: | Ellen K. Bradford |
| Title: | Senior Vice President, Associate General Counsel & |
| Corporate Secretary |
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact
Stacey Eisen, (224) 948-5353
media@baxter.com
Investor Contact
Clare Trachtman, (224) 948-3020
BAXTER APPOINTS DR. DAVID WILKES TO ITS BOARD AND ALBERT STROUCKEN AS LEAD INDEPENDENT DIRECTOR
•Addition of Dr. Wilkes complements and expands current board expertise
•Mr. Stroucken’s appointment reflects ongoing board refreshment efforts
DEERFIELD, Ill., FEB. 16, 2021 – Baxter International Inc. (NYSE:BAX), a leading global medical products company, today announced it has appointed David S. Wilkes, M.D., dean, University of Virginia School of Medicine, and co-founder and chief scientific officer of biotech start-up ImmuneWorks Inc., to its board of directors. Dr. Wilkes will serve on Baxter’s Quality, Compliance and Technology Committee. Additionally, Baxter has appointed Albert P.L. Stroucken, former executive chairman and chief executive officer, Owens-Illinois, Inc., and a Baxter director since 2004, as its lead independent director. Mr. Stroucken, who previously served as the chairman of the Audit Committee, will succeed Thomas T. Stallkamp, who has served as lead independent director from May 2014 to February 2021. Mr. Stallkamp will continue to serve as a director of the board. Both new appointments are effective today and will bring the total number of directors serving the company to 13.
“We are pleased to welcome Dr. Wilkes to Baxter’s board,” said José (Joe) E. Almeida, chairman and chief executive officer. “His deep medical and research expertise, track record as a transformational leader, and distinguished career as an internationally recognized biotech entrepreneur will enhance and further diversify our current board membership. I’m confident his patient-centric approach and contributions will advance our Mission to save and sustain lives.”
Added Mr. Almeida, “We extend our gratitude to Al for assuming the role as our new lead independent director. His experience as a former CEO and chair of Baxter’s Audit Committee makes him uniquely suited to lead our board and provide management oversight. We also want to recognize Tom for his years of leadership and service as our lead independent director; his deep understanding of our business and the independence with which he has advanced this role have delivered tremendous value to Baxter and our stakeholders. We look forward to Tom’s continued contributions to the board.”
David S. Wilkes, M.D.
Dr. Wilkes currently serves as dean of the University of Virginia School of Medicine, where he has led the medical school’s transformation, which has included targeted initiatives to improve funding and research endeavors as well as diversity programs. He is also co-founder and chief scientific officer of ImmuneWorks Inc., a biotech company developing novel therapeutics for immune-mediated lung diseases; and the national director of the Harold Amos Medical Faculty Program for the Robert Wood Johnson Foundation, one of the nation’s leading programs in training physician scientists. Prior to these roles, Dr. Wilkes served in positions of increasing responsibility at Indiana University School of Medicine, where he focused on medical research. He received his bachelor’s degree in biology from Villanova University, his medical degree from Temple University School of Medicine, and conducted his residency at Temple University Hospital. Dr. Wilkes completed a post-doctoral fellowship in pulmonary and critical care at University of Texas Southwestern Medical. He is also a military veteran, having served three years as a major in the U.S. Air Force Medical Corps. In 2020, Dr. Wilkes was elected to the prestigious National Academy of Medicine, one of the highest honors in the fields of health and medicine.
Albert P.L. Stroucken
Mr. Stroucken is former executive chairman of the board of directors of Owens-Illinois, Inc., where he also served as chairman, president and chief executive officer. Mr. Stroucken previously served as chairman, president and chief executive officer of H.B. Fuller Company, a manufacturer of adhesives, sealants, coatings, paints and other specialty chemicals. Prior to these positions, he held roles of increasing responsibility at Bayer AG and Bayer Corporation. Mr. Stroucken previously served as a director of Baxalta Incorporated and as a director of Shire plc until its acquisition by Takeda Pharmaceutical Company Limited in January 2019.
About Baxter
Every day, millions of patients and caregivers rely on Baxter’s leading portfolio of critical care, nutrition, renal, hospital and surgical products. For more than 85 years, we’ve been operating at the critical intersection where innovations that save and sustain lives meet the healthcare providers that make it happen. With products, technologies 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.
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