BAXTER INTERNATIONAL INC

Ratification of Appointment of Independent Registered Public Accounting Firm for 2026The Audit Committee of the Board is directly responsible for the appointment, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for Baxter for 2026.

The Audit Committee recommends a vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for 2026.

In accordance with its charter, the Audit Committee of the Board is directly responsible for the appointment, compensation (including the negotiation of audit fees), retention and oversight of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee has appointed PwC as our independent registered public accounting firm in 2026. PwC, or its predecessor firm, has served as our independent registered public accounting firm continuously since 1985.

Before reappointing PwC as our independent auditor for 2026, the Audit Committee carefully considered PwC’s qualifications as an independent registered public accounting firm as well as their prior experience auditing Baxter. This included a review of PwC’s performance in prior years, its knowledge of Baxter and our operations (including its experience in connection with the sale of our Kidney Care business in January 2025) and its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under rules of the SEC on auditor independence, including the nature and extent of non-audit services, to ensure that the provision of such services will not impair the independence of the auditors. The Audit Committee expressed its satisfaction with PwC in all of these respects. In accordance with SEC rules and PwC policies, the lead partner overseeing our engagement rotates every five years and the Audit Committee and its chair are directly involved in the selection of our lead engagement partner. A new lead partner was assigned to the Baxter account beginning in 2025, after consultation with the Audit Committee (including its chair).

The Audit Committee believes that retaining PwC again in 2026 is in the best interests of Baxter and our stockholders and therefore, the Audit Committee requests that stockholders ratify the appointment. Further, the Audit Committee believes that, if handled properly, there are numerous benefits of a long independent auditor relationship, including:

•more efficient audit due to PwC’s deep understanding of our business and accounting policies and practices;

•efficient fee structures due to PwC’s familiarity with Baxter and industry expertise; and

•avoidance of significant costs and disruptions (including Board and management time and distractions) that would be associated with retaining a new independent auditor.

Nonetheless, the Audit Committee is also aware that a long-tenured auditor may be believed by some to pose an independence risk. To address these concerns, there are robust safeguards for auditor independence, including:

•a strong regulatory framework for auditor independence, including limitations on non-audit services and mandatory audit partner rotation requirements;

•oversight of PwC that includes regular communication on and evaluation of the quality of the audit and auditor independence;

•PwC’s own internal independence processes and compliance reviews;

•annual assessment of PwC’s qualifications, service quality, sufficiency of resources, quality of communications, independence, working relationship with our management, objectivity and professional skepticism;

•conducting regular private meetings separately with each of PwC and certain members of our management at the end of each regularly scheduled Audit Committee meeting;

•overseeing the selection of PwC’s new lead engagement partner with each rotation; and

•considering periodically whether to conduct a search or request for proposal process for a new independent registered public accounting firm.

If our stockholders do not ratify the appointment of PwC, the Audit Committee may investigate the reasons for stockholders’ rejection and may consider whether to retain PwC or appoint another independent auditor. Furthermore, even if the appointment is ratified, the Audit Committee may appoint a different independent auditor if, in its discretion, it determines that such a change would be in Baxter's and our stockholders’ best interests.

One or more representatives of PwC will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.