8-K

0001193125-18-056124.txt : 20180223 0001193125-18-056124.hdr.sgml : 20180223 20180223170442 ACCESSION NUMBER: 0001193125-18-056124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20180223 DATE AS OF CHANGE: 20180223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000010456 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 360781620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04448 FILM NUMBER: 18637501 BUSINESS ADDRESS: STREET 1: ONE BAXTER PKWY STREET 2: DF2-1W CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479482000 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY STREET 2: DF2-1W CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER TRAVENOL LABORATORIES INC DATE OF NAME CHANGE: 19880522 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER LABORATORIES INC DATE OF NAME CHANGE: 19760608 8-K 1 d539426d8k.htm 8-K 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): February 19, 2018

Baxter International Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-4448

36-0781620

(State or other jurisdiction

of incorporation)

(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))

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.

(b) On February 19, 2018, Mr. K.J. Storm notified Baxter International Inc. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”) and the Audit Committee and the Corporate Governance Committee, effective as of May 7, 2018, the day prior to the Company’s 2018 annual meeting.

In connection with Mr. Storm’s retirement, Mr. Albert P.L. Stroucken has been appointed as the new chairman of the Audit Committee effective as of May 7, 2018. Mr. Stroucken has served on the Board and Audit Committee since 2004. He is the former Chairman, President and Chief Executive Officer of Owens-Illinois, Inc. The Board has determined that Mr. Stroucken is an “audit committee financial expert” as defined by the rules of the U.S. Securities and Exchange Commission.

After giving effect to Mr. Storm’s retirement, the Audit Committee should consist of the following members as of May 7, 2018: Albert Stroucken; Peter Hellman; Munib Islam; Cathy Smith; and Thomas Stallkamp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 23, 2018


BAXTER INTERNATIONAL INC.

		/s/ Ellen K. McIntosh
By:		Ellen K. McIntosh
		Corporate Secretary and Associate General Counsel