0001500332-20-000001.txt : 20200319 0001500332-20-000001.hdr.sgml : 20200319 20200319164746 ACCESSION NUMBER: 0001500332-20-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200317 FILED AS OF DATE: 20200319 DATE AS OF CHANGE: 20200319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martin Sean CENTRAL INDEX KEY: 0001500332 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04448 FILM NUMBER: 20729060 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 ISSUER: 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 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-03-17 0000010456 BAXTER INTERNATIONAL INC BAX 0001500332 Martin Sean ONE BAXTER PARKWAY DEERFIELD IL 60015 0 1 0 0 SVP and General Counsel Common Stock, $1 par value 2020-03-17 4 A 0 2270 0 A 32230 D Common Stock, $1 par value 2020-03-17 4 A 0 2041 0 A 34271 D Common Stock, $1 par value 2020-03-18 4 F 0 8360 80.51 D 25911 D Represents shares earned from the performance share unit award granted on March 1, 2018 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's OM performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares earned based on Baxter's OM, as assessed from January 1, 2019 through December 31, 2019. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from January 1, 2018 through December 31, 2020). Represents shares earned from the performance share unit award granted on February 28, 2019 pursuant to the Equity Plan adopted by Baxter as of such date. The award provides that fifty percent of the performance share units are earned based on Baxter's OM performance, as assessed annually over a three-year period. One-third of the OM performance share units are allocated to each one-year period. The number of shares reported on this Form 4 represents the shares earned based on Baxter's OM, as assessed from January 1, 2019 to December 31, 2019. These shares are scheduled to vest after the end of the relevant three-year performance period (which runs from Janaury 1, 2019 through December 31, 2021). Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the delivery of shares on March 18, 2020 from the settlement of vested restricted stock units granted on March 2, 2017. /s/ Matthew Rice, as attorney in-fact for Sean Martin 2020-03-19 EX-24 2 martinpoa.htm EX-24 POWER OF ATTORNEY

POWER OF ATTORNEY



            Know all by these presents, that the undersigned hereby constitutes and appoints each of Ellen K. McIntosh and Matthew Rice signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1)  execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Baxter International Inc., or any of its direct or indirect subsidiaries (Baxter) Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 under Rule 144 under the Securities Act of 1933;

       (2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4, 5, or 144 and complete and execute any amendment or amendments thereto, and timely file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

       (3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause or have caused to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Baxter assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933.

       This Power of Attorney shall supercede any power of attorney previously granted by the undersigned with respect to the subject matter herein and shall remain in full force and effect until the undersigned is no longer required to file Forms 4, 5 and 144 with respect to the undersigned's holdings of, and transactions in, securities issued by Baxter, unless earlier revoked by the undersigned in a signed document delivered to Baxter.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22 day of July, 2019.



       /s/ Sean Martin