Baxter International Inc.
11/27/2024 | Press release | Distributed by Public on 11/27/2024 15:30
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of November 26, 2024, the Board of Directors (the "Board") of Baxter International Inc. (the "Company") approved and adopted an amendment and restatement of the Amended and Restated Bylaws of the Company (as so amended and restated, the "Amended and Restated Bylaws") to, among other things:
•revise the default voting standard for matters other than director elections to be a majority of shares entitled to vote on the matter;
•require stockholders seeking to nominate directors pursuant to the universal proxy rules adopted by the U.S. Securities and Exchange Commission to comply with the requirements of those rules and provide reasonable evidence of related compliance upon request;
•require stockholders submitting a proposal or nomination to attend the applicable stockholders' meeting, or send a qualified representative, to present such proposal or nomination;
•update and enhance the procedural and disclosure requirements in connection with a stockholder's submission of a request, proposal or nomination under the Company's special meeting, advance notice or proxy access bylaw, including by (a) requiring additional background information, disclosures and representations with respect to such stockholder, any proposed nominees and certain other interested persons in the required notice; (b) reducing the deadline by which such notice must updated, if necessary, so that it remains true and correct as of the record date from ten to five business days after the record date; and (c) clarifying the procedures for submitting nominations at special meetings;
•revise the Company's special meeting bylaw to require a stockholder seeking to call a special meeting to continue to hold the required percentage of shares through the date of the meeting, clarify the Board's discretion in determining the date, time and format of a requested meeting and specify certain circumstances in which a requested meeting need not be convened, including if an identical or substantially similar item was presented at meeting within a short time period prior to the requested meeting;
•clarify the eligibility and procedural requirements under the Company's proxy access bylaw, including the circumstances in which the permitted number of access nominees may be reduced;
•require a stockholder soliciting proxies from other stockholders to use a proxy color other than white;
•revise the provisions applicable to the adjournment and conduct of stockholders' meetings, including by providing that meetings may only be adjourned by the Board, the Chair of the Board or the person presiding at the meeting;
•establish the federal district courts of the United States as the exclusive forum for any claim arising under the Securities Act of 1933, as amended; and
•make certain other administrative, modernizing, clarifying, and conforming changes.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.