UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 3, 2006
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
| 1-4448
|
|
36-0781620 |
| |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| One Baxter Parkway, Deerfield, Illinois
|
|
60015-4633 |
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
(847) 948-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 3, 2006, the Board of Directors of Baxter International Inc. (the
“Company”) approved amendments to the Company’s Non-Employee Director Compensation Plan and
the Directors’ Deferred Compensation Plan (collectively, the “Plans”). As a result of
these amendments, effective January 1, 2007, the annual retainer paid to the directors will be
increased from $45,000 to $50,000, the fee paid for each Board and committee meeting attended will
be increased from $1,000 to $1,500 and the additional fee for each committee meeting chaired by a
director will be increased from $1,000 to $1,500. In addition, effective May 2007, directors will
receive annual awards of restricted stock units instead of restricted stock and will have the
option of deferring the receipt of the shares of stock underlying such restricted stock units until
the earlier of three years from the grant date or termination from service as a director. Copies
of the Plans, as amended, are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 3, 2006 and effective thereon, the Board of Directors of the Company approved
amendments to the Company’s Bylaws, as amended, to implement majority voting in the election of
directors in uncontested elections, beginning with the next election of directors. Previously,
directors were elected under a plurality vote standard. These amendments include the addition of a
new section 2(g) in Article 1 as well as the deletion of the plurality standard from the third
sentence of Section 3 of Article 1.
A copy of the Company’s Bylaws, as amended, is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
3.1 |
|
Bylaws of Baxter International Inc., as amended on September 24, 2004 and
October 3, 2006. |
| |
| |
10.1 |
|
Baxter International Inc. Non-Employee Director Compensation Plan, as amended. |
| |
| |
10.2 |
|
Baxter International Inc. Directors’ Deferred Compensation Plan, as
amended. |