BAXTER INTERNATIONAL INC

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, this section presents summary

detail about each non-routine voting item. For more complete information, please review the company’s Annual

Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K) and the complete proxy

statement.

| 2025 Annual Meeting of Stockholders and Proxy Statement

1. Directors standing for election on May 6, 2025. Committee assignments and ages reflected in this chart speak as of March

25, 2025.

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2024 Board and Governance Highlights

•Strong Governance Practices: Baxter remains committed to strong corporate governance practices and

protecting stockholder rights. As a result, the Board has adopted the following practices and provisions in

related governance documents, among others:

•Strong Lead Independent Director with robust and clearly defined responsibilities;

•Meaningful director and officer stock ownership requirements;

•Annual director elections;

•Majority voting standard coupled with a resignation policy;

•Nine out of ten directors are independent;

•All Board committee chairs and members are independent;

•Executive sessions of independent directors held at each regularly scheduled Board meeting;

•Mandatory retirement age;

•Regular Board refreshment, including the appointment of five new directors in the last three years;

•No supermajority voting provisions;

•Single class of voting stock;

•Proxy access rights;

•No poison pill in place;

•Stockholders have the right to call special meetings (with a 15% threshold);

•Stockholders have the right to act by written consent;

•Use of independent experts, such as auditors and compensation consultants; and

•Robust director orientation and continuing education programs.

•Focus on Board Refreshment and Oversight Responsibilities: Continued Board focus on refreshment led

to the appointment of a new Lead Independent Director and changes in Board and committee composition and

responsibilities in 2024 and 2025, as described below:

•In September 2024, after the retention of an independent search firm and thorough consideration of several

potential candidates, Jeffrey A. Craig, retired Chief Executive Officer and President of Meritor, Inc., was

appointed to the Board and the Audit Committee. Mr. Craig was also appointed as chair of the Audit

Committee, effective December 31, 2024, in connection with the resignation of Peter Wilver from the Board.

•Brent Shafer was appointed as Chair and Interim CEO, effective February 3, 2025, in connection with the

departure of Joe Almeida, while the Board searches for a permanent CEO with the assistance of a leading

search firm.

•In February 2025, the Board formed a CEO Search Working Group consisting of independent directors to

oversee the search for a permanent CEO.

•Nancy Schlichting was appointed to serve as Lead Independent Director in February 2025.

•Refreshed Board committee oversight in 2024 and 2025, including moving oversight of innovation strategy

and cybersecurity generally from the QRC and Audit Committees, respectively, to the full Board, consistent

with the implementation of Baxter's new operating model.

•In 2025, the Board's Operating Committee was formed in connection with the ongoing CEO transition. The

Operating Committee is scheduled to sunset six months after the appointment of a permanent CEO.

Stephen Rusckowski was appointed as chair of the Operating Committee.

•Refreshed the company's Corporate Governance Guidelines and each standing committee's charter in

furtherance of Baxter's commitment to strong governance and transparency.

•As of March 13, 2025, average director age was 59.2 years and average director tenure was 3.8 years.

•Board's and Board Committees' Annual Self-Assessment Process: In November 2024, the Board and

each of its committees conducted an annual self-assessment process in which each independent director

provided commentary on the performance and effectiveness of the Board and each committee on which he or

she serves. Outputs from this assessment process informed the Board's and each committee's continuing

refreshment efforts and changes to committee charters. For more information regarding this annual evaluation

process, see "Corporate Governance at Baxter International Inc.— Board of Directors— Annual Board and

Committee Evaluation".

•Stockholder Engagement: Baxter has a robust corporate governance outreach program in place to enable it

to better understand the perspectives of its stockholders.

•Since the completion of the 2024 annual meeting and through early 2025, as part of the company's annual

corporate governance outreach program, Baxter has engaged in discussions with stockholders representing

| 2025 Annual Meeting of Stockholders and Proxy Statement

approximately 30% of the company’s outstanding shares (calculated as of December 31, 2024). These

discussions followed an outreach to top Baxter investors representing over 60% of Baxter’s outstanding

shares (calculated as of December 31, 2024).

•Topics discussed with stockholders included company strategy and performance (including the separation of

the Kidney Care business), the remediation efforts at the North Cove facility, management succession

planning and other corporate governance matters (including the ongoing CEO search and Board

composition), Board leadership structure, executive compensation matters (including the 2024 Say on Pay

vote and the 2024 stockholder proposal) and corporate responsibility initiatives.

•Responsiveness to Stockholders: Baxter is committed to being responsive to the views of stockholders and

has worked to reflect stockholders' perspectives in its governance policies, executive compensation program

and corporate responsibility initiatives. This engagement over the years has resulted in enhancements to

Baxter's proxy disclosure, including disclosures relating to the ongoing Board refreshment efforts (which most

recently resulted in the addition of Jeffrey Craig to the Board), management succession planning as well as

various corporate responsibility related updates. It also informed the Board's position on the stockholder

proposal to be voted on at the Annual Meeting again this year. In addition, the company continues to evolve its

disclosure regarding the performance reviews of the CEO and the other named executive officers (NEOs) and

how they impacted related incentive payouts and included additional disclosures regarding the factors the CHC

Committee considers when reviewing executive pay. These responsive actions are a continuation of the

Board’sstrong track record of responsiveness.

•Overboarding: The company's Corporate Governance Guidelines limit the number of public company boards

on which Baxter directors may serve. Specifically, the Corporate Governance Guidelines provide that no

director who is employed full time may serve on the boards of directors of more than two public companies

(including the Board) and no other director may serve on the boards of directors of more than four public

companies (including the Board). The Board considers the outside commitments of directors in connection with

the annual nominating process. Any waivers to the overboarding policy (including the one granted in

connection with the appointment of Mr. Shafer as Interim CEO) must be approved by the NCGPP Committee.

Changes in director circumstances need to be reviewed and approved by the NCGPP Committee in

accordance with the Corporate Governance Guidelines. See “Corporate Governance at Baxter International

Inc.—Board of Directors—Director Overboarding” for additional detail regarding the Baxter’s overboarding

policy.

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Board Qualifications, Experiences and Backgrounds

The matrix included below represents some of the key skills, experiences and backgrounds that the Board has

identified as particularly valuable to the oversight of the company and illustrates how the current director

nominees individually and collectively possess these key competencies and backgrounds. The matrix does not

encompass all of the skills, experience, qualifications and attributes of the director nominees (including additional

ones that may have been considered by the Board and the NCGPP Committee in this year's director nomination

process), and no specific weights are assigned to any of the skill sets in the matrix. Additionally, the fact that a

particular skill, experience, qualification or attribute for a nominee is not listed below does not mean that he or

she does not possess that particular skill, experience, qualification or attribute. The Board believes that its highly

qualified director nominees provide the Board with a complementary mix of skills, experience and perspectives

necessary for effective oversight.

1. As self-identified by each director nominee.

| 2025 Annual Meeting of Stockholders and Proxy Statement

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Performance Highlights

The amounts set forth above represent Baxter’s publicly disclosed results from continuing operations for 2024.

Adjusted earnings per share (EPS) and free cash flow are non-GAAP financial measures (as defined below).

Adjusted EPS excludes the impact of special items, net of the related income tax effects. Free cash flow

represents net cash provided by operating activities less capital expenditures. See Baxter’s Periodic Report on

Form 8-K dated February 20, 2025 for a reconciliation of these non-GAAP measures to the applicable measure

calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and for information about

why management believes that non-GAAP financial measures, when used in conjunction with the results

presented in accordance with GAAP and the company’s reconciliations to corresponding GAAP financial

measures, may enhance an investor’s overall understanding of the company’s past financial performance and

prospects for the future. Non-GAAP financial measures should be considered in addition to, and not as

substitutes for, information prepared in accordance with GAAP.

For purposes of calculating performance under the company’s 2024 annual incentive plan, net sales were

calculated at budgeted exchange rates (as of January 1, 2024) and include net sales from discontinued

operations for all of 2024. This measure is referred to herein as Adjusted Net Sales Including Discontinued

Operations and was $15.2 billion for 2024.

For purposes of calculating performance under the company’s 2024 annual incentive plan, Adjusted EPS

includes adjusted EPS from discontinued operations for all of 2024, less certain operational adjustments to the

extent that they were not included in the 2024 adjusted EPS target. This measure is referred to herein as Further

Adjusted EPS Including Discontinued Operations and was $2.79 for 2024.

| 2025 Annual Meeting of Stockholders and Proxy Statement

For purposes of calculating performance under the company’s 2024 annual incentive plan, free cash flow

includes free cash flow from discontinued operations for all of 2024, less certain income tax payments that were

disbursed in the third quarter of 2024 and were included in discontinued operations related to the company's

BPS business, which was sold in 2023, and certain operational adjustments to the extent that they were not

included in the 2024 free cash flow target. This measure is referred to herein as Adjusted Free Cash Flow

Including Discontinued Operations and was $501 million for 2024.

See “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation

—Annual Incentive Plan—Determination of 2024 Annual Incentive Plan Payouts” for reconciliations of Adjusted

Net Sales Including Discontinued Operations, Further Adjusted EPS Including Discontinued Operations and

Adjusted Free Cash Flow Including Discontinued Operations to the applicable measures calculated in

accordance with GAAP.

Compensation Design for 2024

The table below summarizes Baxter’s consistent compensation design for 2024 and highlights design and

payouts that are linked to Baxter’s pay-for-performance philosophy. More detail regarding plan design can be

found in the “Executive Compensation—Compensation Discussion and Analysis”section of theproxy statement.

% of Total Target Direct 2024 Compensation

Salary

(Cash)

Long-Term

(Stock)

Annual

(Cash)

NA

Provides a base level

of competitive

compensation to

attract and retain

executive talent

Increases to align

to market only for

CFO and two other

NEOs

8%

15%

14%

78% of

Compensation

2024:

50% PSUs / 50%

RSUs

16%

69% of

Compensation

2024:

CFO:

50% PSUs/ 50% RSUs

Other NEOs:

100% RSUs

Payouts between

94% - 113% of

target, tied to

business and

individual

performance

PSU payout for

cycle ending in

2024 for the CEO

and CFO was 0%

of target

Used to motivate and

reward executives for

company and

individual

performance

Used to motivate and

reward an executive's

contributions to

achieving the

company's long-term

objectives and

increasing

stockholder value

50%

Adj. Net

Sales

25%

Adj. EPS

25%

Free Cash

Flow

0%-125%1

RSUs

PSUs 2

100% Relative Total

Shareholder Return (TSR)

CEO

Other NEOs (Average)

Results

Objective

Metric

1 Applies to members of the Executive Operating Committee (including all NEOs)

2 Applies only to the CEO and Chief Financial Officer (CFO)

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Pay-Per-Performance Alignment

Baxter’s short- and long-term incentive plans consist of metrics that the company believes are among the most

critical to drive sustainable financial performance. They provide a balance among focusing on organic growth,

profitability and the financial health of day-to-day operations.

| 2025 Annual Meeting of Stockholders and Proxy Statement

Executives to Retain Significant StockWhat am I voting on?If properly presented, you will be asked to vote on a stockholder proposal that asks the Board to adopt a policy requiring NEOs to retain a significant percentage of stock acquired through equity pay programs until reaching normal retirement age (an age of at least 60) and to report to stockholders regarding the policy in the company’s next annual proxy statement.What is the Board’s recommendation?The Board of Directors recommends a vote AGAINST the stockholder proposal.Where can I find more information?Concise supporting information is presented below.

See “Stockholder Proposal—Proposal 4—Executives to Retain Significant Stock” for additional information.

Items to consider when evaluating this proposal:

• Baxter’s current stock ownership guidelines already require significant stock retention by executives: Baxter’s CEO is required to achieve ownership of Baxter common stock valued at a minimum of six times annual base salary within five years of appointment. Each other executive officer is required to achieve ownership of Baxter common stock valued at a minimum of four times annual base salary within five years of becoming an executive officer.

•The company’s existing stock ownership guidelines are accomplishing their intended purpose: As of December 31, 2024, each of the NEOs who is still serving as an executive officer with the company had met his or her ownership requirements or, using reasonable assumptions, was on track to achieve his or her stock ownership objective within the prescribed time frame.

•The proposal fails to strike a reasonable balance between aligning the interests of stockholders and management and motivating desired management behavior: The Board believes that Baxter’s emphasis on long-term incentive grants motivates executives to drive the long-term performance of the company and aligns their long-term interests with those of stockholders. However, Baxter also recognizes the fact that executives need some flexibility to manage their own financial affairs, which may, from time to time, include the sale of Baxter stock held as a result of the vesting of these equity grants that exceed the ownership guidelines.

•The proposal would put Baxter at a competitive disadvantage for attracting and retaining top executive talent and would create an unnecessary administrative burden on Baxter without commensurate value to stockholders: Requiring NEOs to hold additional shares until retirement is more stringent than current market practice and would be unnecessarily burdensome to the executives, which, as a result, may impact Baxter’s ability to attract and retain top executive talent. Further, the NEOs often change year-to-year and this proposal may place different stock retention requirements on certain executives every year, which would be difficult for Baxter to administer. Instead, the company believes its current robust stock ownership requirements, which are consistent with market practice and apply to all of Baxter’s executive and corporate officers, provide meaningful stock ownership and retention requirements at a lower administrative cost for the company.

•The majority of Baxter’s stockholders voted against a similar proposal last year: Baxter’s stockholders considered, and rejected, a similar proposal in 2023 and 2024, with support for the proposal declining year over year. This indicates that Baxter’s stockholders remain generally supportive of the Board’s position on this proposal and current executive compensation structure.

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