BAXTER INTERNATIONAL INC — Proxy Solicitation & Information Statement 2016

Mar 24, 2016

DEFA14A 1 baxter_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

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)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 3, 2016.

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*BAXTER INTERNATIONAL INC.*

BAXTER INTERNATIONAL INC. ONE BAXTER PARKWAY DEERFIELD, IL 60015

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| Meeting
Information | |
| --- | --- |
| Meeting
Type: Annual Meeting | |
| For
holders as of: March 9,
2016 | |
| Date: May
3, 2016 Time: 9:00
a.m. CDT | |
| Location: | Baxter
International Inc. Headquarters One Baxter Parkway Deerfield,
Illinois 60015 |

You are receiving this communication because you hold shares in the company named above .

T his is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side) .

W e encourage you to access and review all of the important information contained in the proxy materials before voting .

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY
STATEMENT ANNUAL
REPORT CHAIRMAN'S
LETTER
How
to View Online:
Have the information that is
printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How
to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or
e-mail copy of these documents, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make
your request:
1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com
* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject
line.
Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or
before April 19, 2016 to facilitate timely
delivery.

— How To Vote — Please Choose One of the Following Voting Methods

| Vote In Person: You must bring this
Notice or other proof of share ownership for admittance to the Annual
Meeting. Please review other details regarding meeting attendance and
directions to the meeting in the Proxy Statement, which is available at www.proxyvote.com. At the meeting, you will need to request a
ballot to vote these shares. |
| --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the
box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions. |
| Vote By Mail: You can vote by
mail by requesting a paper copy of the materials, which will include a
proxy card. |

Voting Items

| The Board of
Directors recommends you vote FOR the following
proposals: — 1. | Election of
Directors | |
| --- | --- | --- |
| | Nominees: | |
| | 1a. | Thomas F. Chen |
| | 1b. | John D.
Forsyth |
| | 1c. | Michael F.
Mahoney |
| | 1d. | Carole J.
Shapazian |
| 2. | Advisory Vote to Approve
Named Executive Officer Compensation | |
| 3. | Ratification of
Independent Registered Public Accounting Firm | |
| 4. | Proposed Charter Amendment
to Declassify Board | |
| The Board of
Directors recommends you vote AGAINST the following
proposal: | | |
| 5. | Stockholder Proposal -
Independent Board Chairman | |