BAXTER INTERNATIONAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

Baxter International Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Notice of 2024

Annual Meeting

of Stockholders

and Proxy Statement

May 7, 2024

Baxter International Inc.

Headquarters

One Baxter Parkway

Deerfield, Illinois 60015

Our Corporate Responsibility Commitment. Our successes in 2023 were achieved in line with our three guiding commitments as a corporate citizen: Empower our Patients; Protect our Planet; and Champion our People and Communities. As 2023 closed, we published our first report against the Task Force on Climate-Related Financial Disclosures (TCFD) framework, designed to help improve climate-related disclosure in the areas of governance, strategy, risk management, metrics and targets. Our efforts as a socially responsible, sustainable business and employer of choice are reflected in numerous 2023 recognitions, including our continued inclusions in the Dow Jones Sustainability Index (DJSI) North America, FTSE Russell’s FTSE4Good Index Series, and JUST Capital’s America’s Most JUST Companies list, among many others. A Talented Team Committed to Healthcare Solutions. None of our achievements would be possible without a strong leadership team. We continued to bolster our senior management ranks in 2023 with key additions across our business segments and corporate functions. In October, Joel Grade was appointed Executive Vice President and Chief Financial Officer following an impressive and wide-ranging 25-year tenure with global foodservice leader, Sysco. In Joel’s first few months at Baxter, the company has already benefited from his deep operational and broad business experience from his various prior financial, commercial and executive leadership roles. Additionally, we welcomed Chris Toth to lead our Kidney Care business as our designated Vantive Health Chief Executive Officer. Chris brings deep expertise and perspective from over two decades with Varian, a Siemens Healthineers company. Our progress as a company is further enabled by sound corporate governance and continued efforts to assist our diverse Board of Directors as they help to oversee our strategic trajectory. In 2023, we proudly welcomed two new board members: William A. Ampofo II, Chair, Supply Chain Operations Council and Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services of Boeing Company; and Stephen H. Rusckowski, former Chair, Chief Executive Officer and President, Quest Diagnostics, Inc. Annual Meeting Details. To promote optimal access, convenience and efficiency for our many stockholders and employees, regardless of location, the Annual Meeting will be held only in a virtual format. We hope that you are able to join us to discuss our 2023 results and learn more about our strategic priorities and trajectory for 2024 and beyond. Please review the information on attendance provided on page 106 of the attached Notice of Annual Meeting of Stockholders and Proxy Statement (proxy statement). Details of the business to be conducted at the Annual Meeting are included in the proxy statement, which we encourage you to read carefully. Your vote is important to us, and I urge you to vote your shares as promptly as possible. You may vote your shares by Internet or by phone. If you received a paper copy of the proxy card by mail, you may sign, date and return the proxy card in the enclosed envelope. Stockholders of record will also be able to vote at the Annual Meeting. You will be able to submit questions in advance of and during the Annual Meeting. I salute the accomplishments of our global team, whose efforts in 2023 made meaningful progress toward the initiatives that are reshaping our future. While that future is still unfolding, some things are already certain. Among them, Baxter’s Mission to Save and Sustain Lives will remain at the heart of our transformation in the months and years to come. And second, our employees will always be the ultimate authors of our impact for patients and as a global corporate citizen. On behalf of the Board, senior management, and employees, thank you for your continued confidence and support. We look forward to your participation in the Annual Meeting. Sincerely yours, José (Joe) E. Almeida Chair of the Board, President and Chief Executive Officer

of Boeing Company, William possesses deep supply chain expertise and has invaluable experience in driving transformation at multinational companies, and is now helping to oversee Baxter’s execution of its supply chain initiatives that have already produced tangible results. Steve sits on the Compensation and Human Capital Committee and QRC Committee. As the retired Chair and Chief Executive Officer and President of Quest Diagnostics, Inc., and through prior positions, Steve possesses significant operational and executive expertise in the healthcare industry and has a strong track record as a transformational leader, including in the context of large-scale separation transactions (including spinoffs) and corporate turnarounds. We believe William’s and Steve’s experiences bring invaluable insights to the Board. In addition, we have made a number of changes to the leadership structure and composition of the Board and its committees, and to the responsibilities of the Board and QRC and Audit Committees. In 2023, I was appointed as Lead Independent Director, and Cathy Smith and Peter Wilver were appointed as Chairs of the Nominating, Corporate Governance and Public Policy Committee (NCGPP Committee) and Audit Committee, respectively. In February 2024, we amended the Audit Committee and QRC Committee charters to provide for the realignment of oversight over the company’s innovation strategy and cybersecurity to the full Board, as these responsibilities now sit within the vertically integrated segments after completion of recent organizational changes and are part of the business strategies themselves. We have, however, maintained oversight over cybersecurity incidents with the Audit Committee given the potential significance of these events and in the interest of having a more focused and specialized group of directors who can provide oversight as needed and help review related United States Securities and Exchange Commission (SEC) disclosures. Additionally, the Board also refreshed its Corporate Governance Guidelines to bolster the responsibilities of the Lead Independent Director and to codify a number of our strong governance practices, consistent with existing practices of the Board and to enhance transparency. The Board believes that diversity of background, thought and experience enhances the Board’s overall effectiveness and has remain committed to these principles in its ongoing refreshment efforts. • Commitment to Stockholder Engagement and Responsiveness. As part of the Board’s commitment to maintaining strong corporate governance practices, we continue to proactively engage with our stockholders. Baxter’s robust annual stockholder engagement program involves members of the Board, including myself, and select members of management meeting with a broad base of stockholders to discuss corporate governance, executive compensation, corporate responsibility practices and other matters of importance (including Baxter’s 2030 Corporate Responsibility Commitment and Goals). Baxter’s engagement program enables ongoing dialogue that has resulted in the Board enhancing its corporate governance practices and continues to provide the Board with valuable insight and feedback from stockholders throughout the year (including with respect to matters voted on at Baxter’s annual meetings). As a result of the stockholder engagement program, the Board is better able to understand Baxter stockholders’ priorities and perspectives and has incorporated them into its deliberations and decision-making process and intends to continue doing so going forward. During 2023 and early 2024, the company proactively reached out to stockholders representing more than 50% of Baxter’s outstanding common stock and engaged with stockholders representing approximately 35% of Baxter’s outstanding common stock. During this engagement, we heard that while most stockholders were supportive of Baxter’s executive compensation program and its alignment with stockholder value creation, some had concerns around special one-time PSU grants issued in 2022. In response to stockholder feedback, the Compensation and Human Capital Committee did not make any special one-time PSU retention awards in 2023. Our commitment to sound governance practices and protecting stockholder rights is evidenced by, among other things, Baxter’s proxy access bylaw, the complete declassification of the Board in 2018, majority voting standard for directors, the removal of super-majority voting provisions from Baxter’s organizational documents, the ability for stockholders to act by written consent, the reduction of the special meeting threshold from 25% to 15% in 2022 and recent Board composition and refreshment efforts. We will build on the progress from this past year as we move forward in 2024 and beyond. We believe that Baxter is well positioned to further enhance its operational effectiveness and financial performance, respond to macroeconomic challenges and capture the opportunities ahead of it. On behalf of my fellow directors, thank you for your continued support of Baxter. We look forward to hearing your views at the Annual Meeting and in the year to come. Best regards, Brent Shafer Lead Independent Director