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Baxter International Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Baxter International Inc.’s Form 8-K, filed May 8, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 13Reported items
  • 757Asset managers
  • 7,670Fund votes
  • May 5, 2026Meeting date

Results at a glance

Meeting of May 5, 2026: 13 items on Baxter International Inc.’s Form 8-K, filed May 8, 2026: 9 elected · 3 approved · 1 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Baxter International Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Baxter International Inc.

These tallies are Baxter International Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 8, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Baxter International Inc. — official shareholder meeting results, meeting held May 5, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: William A. Ampofo II 438,389,1102,195,357282,944 --42,556,435 99.5%Elected—
Elect Director: Jeffrey A. Craig 435,695,9424,836,957334,512 --42,556,435 99%Elected—
Elect Director: Andrew P. Hider 438,754,1241,773,327339,960 --42,556,435 99.5%Elected—
Elect Director: Michael R. McDonnell 438,799,1491,737,319330,943 --42,556,435 99.6%Elected—
Elect Director: Patricia B. Morrison 437,754,9412,865,165247,305 --42,556,435 99.3%Elected—
Elect Director: Nancy M. Schlichting 431,775,8188,824,196267,397 --42,556,435 98%Elected—
Elect Director: Brent Shafer 430,536,98710,050,968279,456 --42,556,435 98%Elected—
Elect Director: Amy A. Wendell 435,678,1974,928,350260,864 --42,556,435 99%Elected—
Elect Director: David S. Wilkes, M.D. 437,972,9522,561,231333,228 --42,556,435 99.4%Elected—
(b) By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers for 2025: 401,367,90938,914,808584,694 --42,556,435 91%Approved—
(c) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026: 469,181,19913,861,016381,631 ---- 97%Approved—
(d) By the following vote, stockholders approved the Amended Incentive Plan (as described in Item 5.02 of this Current Report on Form 8-K): 362,762,56677,492,842611,973 --42,556,435 82%Approved—
(e) By the following vote, stockholders holding a majority of outstanding shares approved the Charter Amendment (as described in Item 5.03 of this Current Report on Form 8-K): 464,709,44516,987,6081,726,793 --42,556,435 96%Not verifieda majority of the shares outstanding

This meeting is also recorded here as May 4, 2026; both records come from the same filing, so the date should be checked against it.

Source: Baxter International Inc., Form 8-K, filed with the SEC on May 8, 2026 — read the filing on EDGAR.

How asset managers voted at the Baxter International Inc. 2025-2026 meeting

Each item below shows how the 757 asset managers that disclosed a Baxter International Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Baxter International Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: David S. Wilkes, M.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 437,972,952AGAINST: 2,561,231
Details: description as filed, official tally, votes by 109 asset managers

Description as filed by funds: Election of Directors: David S. Wilkes, M.D.

Baxter International Inc.’s own tally for this item (“Elect Director: David S. Wilkes, M.D.”): 437,972,952 for, 2,561,231 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 229,421,783 for, 93,558 against, 12,807 abstained, 392 not voted.

FOR
FOR: 229,421,783AGAINST: 93,558ABSTAIN: 12,807NOT VOTED: 392
Largest asset managers voting on “Election of Directors: David S. Wilkes, M.D.” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,08079,626 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street505,3430 9360For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

2. Elect Director: Michael R. McDonnell

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 438,799,149AGAINST: 1,737,319
Details: description as filed, official tally, votes by 109 asset managers

Description as filed by funds: Election of Directors: Michael R. McDonnell

Baxter International Inc.’s own tally for this item (“Elect Director: Michael R. McDonnell”): 438,799,149 for, 1,737,319 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 229,516,267 for, 9 against, 11,871 abstained, 392 not voted.

FOR
FOR: 229,516,267AGAINST: 9ABSTAIN: 11,871NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Michael R. McDonnell” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,630,6989 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,459,6740 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street506,2790 00For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

3. Elect Director: Nancy M. Schlichting

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 431,775,818AGAINST: 8,824,196
Details: description as filed, official tally, votes by 109 asset managers

Description as filed by funds: Election of Directors: Nancy M. Schlichting

Baxter International Inc.’s own tally for this item (“Elect Director: Nancy M. Schlichting”): 431,775,818 for, 8,824,196 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 229,354,007 for, 161,335 against, 12,807 abstained, 392 not voted.

FOR
FOR: 229,354,007AGAINST: 161,335ABSTAIN: 12,807NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Nancy M. Schlichting” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,05479,653 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street505,3430 9360For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

4. Elect Director: Patricia B. Morrison

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 437,754,941AGAINST: 2,865,165
Details: description as filed, official tally, votes by 109 asset managers

Description as filed by funds: Election of Directors: Patricia B. Morrison

Baxter International Inc.’s own tally for this item (“Elect Director: Patricia B. Morrison”): 437,754,941 for, 2,865,165 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 229,242,650 for, 272,692 against, 12,807 abstained, 392 not voted.

FOR
FOR: 229,242,650AGAINST: 272,692ABSTAIN: 12,807NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Patricia B. Morrison” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,07979,628 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street505,3430 9360For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

5. Elect Director: Amy A. Wendell

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 435,678,197AGAINST: 4,928,350
Details: description as filed, official tally, votes by 108 asset managers

Description as filed by funds: Election of Directors: Amy A. Wendell

Baxter International Inc.’s own tally for this item (“Elect Director: Amy A. Wendell”): 435,678,197 for, 4,928,350 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 227,162,376 for, 2,347,121 against, 12,807 abstained, 392 not voted.

FOR
FOR: 227,162,376AGAINST: 2,347,121ABSTAIN: 12,807NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Amy A. Wendell” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,06879,639 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST239,5481,092,900 00Mixed
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.01,092,900 00Against
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street505,3430 9360For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

6. Elect Director: Brent Shafer

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 430,536,987AGAINST: 10,050,968
Details: description as filed, official tally, votes by 108 asset managers

Description as filed by funds: Election of Directors: Brent Shafer

Baxter International Inc.’s own tally for this item (“Elect Director: Brent Shafer”): 430,536,987 for, 10,050,968 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 226,550,345 for, 2,959,152 against, 12,807 abstained, 392 not voted.

FOR
FOR: 226,550,345AGAINST: 2,959,152ABSTAIN: 12,807NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Brent Shafer” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,07279,635 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,832,155113,522 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST239,5481,092,900 00Mixed
Transamerica1,291,87912,322 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.01,092,900 00Against
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street358504,985 9360Against
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

7. Elect Director: William A. Ampofo II

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 438,389,110AGAINST: 2,195,357
Details: description as filed, official tally, votes by 108 asset managers

Description as filed by funds: Election of Directors: William A. Ampofo II

Baxter International Inc.’s own tally for this item (“Elect Director: William A. Ampofo II”): 438,389,110 for, 2,195,357 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 228,714,735 for, 11 against, 11,871 abstained, 392 not voted.

FOR
FOR: 228,714,735AGAINST: 11ABSTAIN: 11,871NOT VOTED: 392
Largest asset managers voting on “Election of Directors: William A. Ampofo II” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,630,69711 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,459,6740 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street506,2790 00For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For
SEI287,5450 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

8. Elect Director: Jeffrey A. Craig

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 435,695,942AGAINST: 4,836,957
Details: description as filed, official tally, votes by 108 asset managers

Description as filed by funds: Election of Directors: Jeffrey A. Craig

Baxter International Inc.’s own tally for this item (“Elect Director: Jeffrey A. Craig”): 435,695,942 for, 4,836,957 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 228,647,137 for, 67,609 against, 11,871 abstained, 392 not voted.

FOR
FOR: 228,647,137AGAINST: 67,609ABSTAIN: 11,871NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Jeffrey A. Craig” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,630,68820 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,459,6740 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street506,2790 00For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For
SEI287,5450 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

9. Elect Director: Andrew P. Hider

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 438,754,124AGAINST: 1,773,327
Details: description as filed, official tally, votes by 108 asset managers

Description as filed by funds: Election of Directors: Andrew P. Hider

Baxter International Inc.’s own tally for this item (“Elect Director: Andrew P. Hider”): 438,754,124 for, 1,773,327 against, per its Form 8-K filed May 8, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “(a) The nine nominees for director were elected as follows:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 228,714,736 for, 9 against, 11,871 abstained, 392 not voted.

FOR
FOR: 228,714,736AGAINST: 9ABSTAIN: 11,871NOT VOTED: 392
Largest asset managers voting on “Election of Directors: Andrew P. Hider” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,630,6989 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,459,6740 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
State Street506,2790 00For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For
SEI287,5450 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

10. Approval of Amendment to the Baxter International Inc. Amended and Restated Certificate of Incorporation to Amend Board…

No official matchCORPORATE GOVERNANCE

Combines 3 wordings of this item as funds reported it.

98% of fund votes cast · no official result

FOR
Details: description as filed, votes by 105 asset managers

Description as filed by funds: Approval of Amendment to the Baxter International Inc. Amended and Restated Certificate of Incorporation to Amend Board Size

The 105 asset managers below reported 224,246,818 for, 4,359,140 against, 85,877 abstained, 392 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 224,246,818AGAINST: 4,359,140ABSTAIN: 85,877NOT VOTED: 392
Largest asset managers voting on “Approval of Amendment to the Baxter International Inc. Amended and Restated Certificate of Incorporation to Am” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,551,02879,673 70For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,452,6397,035 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust510,3893,672,457 00Mixed
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,301,8792,322 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide623,9970 00For
FundVantage Trust525,4470 00For
State Street505,343936 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable116,590253,050 00Mixed
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For
SEI287,5450 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

11. (d) By the following vote, stockholders approved the Amended Incentive Plan (as described in Item 5.02 of this Current…

Official resultFund totals may overlapCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

82% Approved · of votes cast

FOR 82%AGAINST
FOR: 362,762,566AGAINST: 77,492,842
Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan

Baxter International Inc.’s own tally for this item (“(d) By the following vote, stockholders approved the Amended Incentive Plan (as described in Item 5.02 of this Current Report on Form 8-K):”): 362,762,566 for, 77,492,842 against — passed, per its Form 8-K filed May 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(d) By the following vote, stockholders approved the Amended Incentive Plan (as described in Item 5.02 of this Current Report on Form 8-K):”
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Baxter International Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Adopt Incentive Stock Option Plan” (4 managers, 2,336 for, 2,849 against); “Amend Omnibus Stock Plan” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 102 asset managers voting on “Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,630,338370 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,449,6849,990 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust938,2653,244,581 00Mixed
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,913,04632,631 00For
Invesco2,217,7250 00For
John Hancock1,451,625403,085 00Mixed
ADVISORS SERIES TRUST239,5481,092,900 00Mixed
Transamerica14,6441,289,557 00Against
TIAA1,131,2170 00For
LIBERTY ALL STAR EQUITY FUND0753,235 00Against
Nationwide589,59634,401 00Mixed
FundVantage Trust0525,447 00Against
State Street506,059220 00For
JPMorgan0454,768 00Against
Jackson National370,77766,584 00Mixed
AIG/SunAmerica0402,135 00Against
Equitable369,6400 00For
T. Rowe Price0350,271 00Against
James Alpha Funds Trust0331,974 00Against
SEI287,384161 00For
Dimensional0285,874 00Against

Fund voting reports, all 102 managers: 216,524,191 for, 11,058,803 against, 11,871 abstained, 392 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 9 asset managers voting on “Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
GREENHAVEN ASSOCIATES INC12,759,8140 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.01,092,900 00Against
Vident Advisory, LLC16,3640 00For
Sendero Wealth Management, LLC4,0000 00For
ShankerValleau Wealth Advisors, Inc.1,0580 00For
Royal Capital Wealth Management, LLC3600 00For
Boltwood Capital Management3250 00For
CHECK CAPITAL MANAGEMENT INC/CA2000 00For
Berkeley Capital Partners, LLC700 00For

Institutional-manager reports, all 9 managers: 12,782,191 for, 1,092,900 against.

12. (b) By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company's named…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 18 wordings of this item as funds reported it.

91% Approved · of votes cast

FOR 91%
FOR: 401,367,909AGAINST: 38,914,808
Details: description as filed, official tally, votes by 757 asset managers

Description as filed by funds: Advisory Vote to Approve Named Executive Officer Compensation for 2025

Baxter International Inc.’s own tally for this item (“(b) By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers for 2025:”): 401,367,909 for, 38,914,808 against — passed, per its Form 8-K filed May 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(b) By the following vote, stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers for 2025:”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 107 asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation for 2025” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,509,391121,313 30For
Dodge & Cox44,707,7000 00For
Fidelity38,781,765222,000 00For
BlackRock36,448,21111,463 00For
Charles Schwab5,362,454879 00For
Bridge Builder Trust3,708,546474,300 00Mixed
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,913,04632,631 00For
Invesco2,217,7250 00For
John Hancock1,636,481218,229 00Mixed
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide589,59634,401 00Mixed
FundVantage Trust8,297517,150 00Against
State Street505,338941 00For
Clark Fork Trust471,2250 00For
JPMorgan454,7680 00For
Jackson National370,77766,584 00Mixed
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For
SEI0287,545 00Against

Fund voting reports, all 107 managers: 224,924,633 for, 3,213,129 against, 11,873 abstained, 516 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 681 asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation for 2025” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
PZENA INVESTMENT MANAGEMENT LLC55,746,5490 00For
Dodge & Cox53,510,0890 00For
Fidelity31,966,4830 00For
BlackRock15,813,40125,372 00For
GEODE CAPITAL MANAGEMENT, LLC13,701,5650 00For
GREENHAVEN ASSOCIATES INC12,759,8140 00For
STATE FARM MUTUAL AUTOMOBILE INSURANCE CO6,225,0600 00For
Charles Schwab5,816,516879 00For
First Pacific Advisors, LP5,617,6140 00For
EQUITY INVESTMENT CORP05,488,832 00Against
Vanguard5,428,2040 00For
State Street5,022,629138,697 00For
Northern Trust3,102,98129,152 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC3,006,2020 00For
Goldman Sachs2,781,4840 00For
THOMPSON SIEGEL & WALMSLEY LLC2,633,3880 00For
Invesco2,516,0270 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.2,188,3240 00For
Edward D. Jones & Co., L.P.2,135,3320 00For
LSV ASSET MANAGEMENT02,110,055 00Against
EDMOND DE ROTHSCHILD HOLDING S.A.02,098,164 00Against
Natixis2,074,0457,651 00For
Lazard2,075,7320 00For
Robeco Institutional Asset Management B.V.02,005,565 00Against
RAYMOND JAMES & ASSOCIATES01,689,774 00Against

Institutional-manager reports, all 681 managers: 255,595,338 for, 25,284,872 against, 3,353 abstained, 10,153 not voted. Showing the 25 largest; see all in the interactive database.

13. (c) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 469,181,199AGAINST: 13,861,016
Details: description as filed, official tally, votes by 110 asset managers

Description as filed by funds: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

Baxter International Inc.’s own tally for this item (“(c) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026:”): 469,181,199 for, 13,861,016 against — passed, per its Form 8-K filed May 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(c) By the following vote, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 229,350,694 for, 212,733 against, 11,871 abstained, 392 not voted.

FOR
FOR: 229,350,694AGAINST: 212,733ABSTAIN: 11,871NOT VOTED: 392
Largest asset managers voting on “Ratification of Appointment of Independent Registered Public Accounting Firm for 2026” at Baxter International Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard74,589,11541,594 10For
Dodge & Cox44,707,7000 00For
Fidelity39,003,7650 00For
BlackRock36,457,3612,313 00For
Charles Schwab5,363,3330 00For
Bridge Builder Trust4,182,8460 00For
Investment Managers Series Trust III3,681,3310 00For
Lincoln Financial2,945,6770 00For
Invesco2,217,7250 00For
John Hancock1,854,7100 00For
ADVISORS SERIES TRUST1,332,4480 00For
Transamerica1,304,2010 00For
TIAA1,131,2170 00For
TOCQUEVILLE ASSET MANAGEMENT L.P.1,092,9000 00For
RWC Asset Management LLP801,5310 00For
LIBERTY ALL STAR EQUITY FUND753,2350 00For
Nationwide589,59634,401 00Mixed
FundVantage Trust525,4470 00For
State Street506,2736 00For
JPMorgan454,7680 00For
Jackson National437,3610 00For
AIG/SunAmerica402,1350 00For
Equitable369,6400 00For
T. Rowe Price350,2710 00For
James Alpha Funds Trust331,9740 00For

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 6, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest Baxter International Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 516,469,008 shares outstanding at the time of that meeting.

Fund voting reports: top Baxter International Inc. shareholders by shares voted on “Advisory Vote to Approve Named Executive Officer Compensation for 2025”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 14.45%
2Dodge & Cox 8.66%
3Fidelity 7.55%
4BlackRock 7.06%
5Charles Schwab 1.04%
6Bridge Builder Trust 0.81%
7Investment Managers Series Trust III 0.71%
8Lincoln Financial 0.57%
9Invesco 0.43%
10John Hancock 0.36%
Institutional-manager reports: top Baxter International Inc. shareholders by shares voted on “Advisory Vote to Approve Named Executive Officer Compensation for 2025”, 2025-2026
#Asset manager % of shares outstanding
1PZENA INVESTMENT MANAGEMENT LLC 10.79%
2Dodge & Cox 10.36%
3Fidelity 6.19%
4BlackRock 3.07%
5GEODE CAPITAL MANAGEMENT, LLC 2.65%
6GREENHAVEN ASSOCIATES INC 2.47%
7STATE FARM MUTUAL AUTOMOBILE INSURANCE CO 1.21%
8Charles Schwab 1.13%
9First Pacific Advisors, LP 1.09%
10EQUITY INVESTMENT CORP 1.06%

Reported Baxter International Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Baxter International Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 15.37% 13F
PZENA INVESTMENT MANAGEMENT LLC 12.65% 13G
Vanguard Group 12.13% 13F
FMR (Fidelity) 8.96% 13F
BlackRock Portfolio Management LLC 8.70% 13G
State Street 3.87% 13F
Invesco 2.54% 13F
Morgan Stanley 1.67% 13F
Dimensional Fund Advisors 1.15% 13F
Charles Schwab 1.08% 13F

Percentages above are of 516,469,008 shares outstanding, as reported by Baxter International Inc. on its Form 10-Q dated April 24, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Baxter International Inc.’s 10-Q dated April 24, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Baxter International Inc.'s shareholder meeting held May 5, 2026, in the 2025-2026 proxy season, 757 asset managers reported how they voted in their SEC Form N-PX filings, covering 7,670 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory Vote to Approve Named Executive Officer Compensation for 2025 — Baxter International Inc.'s filing reports the proposal as approved, with 91% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Baxter International Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 8, 2026.

Baxter International Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.