Good morning. We will now come to order for the 2026 annual meeting of stockholders for Baxter International Inc. My name is Andrew Hider. I am President and CEO of Baxter. Brent Shafer, who serves as an Independent Chair, and I are pleased to welcome you to our 2026 annual meeting. We are conducting today's meeting via webcast to provide a safe, convenient, and cost-effective experience to all stockholders. If you are experiencing any technical issues, please call the technical support number that is posted on the virtual shareholder meeting lobby page. Each of you should have received an agenda for the meeting, which indicates the matters to be considered today. At the conclusion of the business of the meeting, the time permitting, we will address duly submitted general questions. I would now like to introduce Ellen Bradford, Baxter's Corporate Secretary.
At this time, Brent Shafer and I would like to introduce the other members of our Board, all of whom are online. Those Directors include William Ampofo, Jay Craig, Patty Morrison, Nancy Schlichting, Amy Wendell, Dr. David Wilkes, and our newest director, Mike McDonnell. We are fortunate to have a Board with distinguished backgrounds and extensive leadership experience. I encourage you to read their biographies in our 2025 proxy statement. I would like to recognize the contributions of Dr. Stephen Oesterle, who just retired from the board after almost 10 years of service, and those of Cathy Smith and Stephen Rusckowski, both of whom resigned in February of this year. Copies of our proxy statement were sent to stockholders of record on or about March 23, 2026. The record date for the voting of shares was March 13, 2026.
Ellen, please report the number of shares of common stock that are entitled to vote and are present at this meeting.
The majority of the approximately 516 million shares entitled to vote at this meeting are represented here today. There are no other securities entitled to vote. Therefore, a quorum is present.
Thank you. Since a quorum is present, we'll proceed with today's business. [Joseph McClelland] with Broadridge Financial Solutions will act as Inspector of Elections today. His oath of office has been filed with the Corporate Secretary. [Courtney Devereux] of PricewaterhouseCoopers, LLP, Baxter's independent registered public accounting firm, is with us today. [Ms. Devereux] has advised me that she has no formal statement to make. However, she will be available during the Q&A session to respond to related questions from stockholders. Before we begin with the formal business of the meeting, I would like to review the procedures that we will follow during the meeting today. We have five items of business to be voted on today. Following the presentation on matters to be acted upon at the meeting, I will ask Ellen to raise any related questions that have been duly submitted.
In order to ensure that the business of the meeting proceeds in an orderly fashion, questions at this point should be limited to the five agenda items being considered today. If there are any questions relating to meeting matters that remain unanswered after the completion of today's meeting, we will post answers to a representative set of questions as soon as reasonably practicable. Answers will be posted at www.investor.baxter.com and will remain available until one week after posting. We'll now proceed with the formal business of the meeting. Most of our stockholders have already voted on the five proposals to be voted on today. If you have previously voted, you do not need to take any action unless you wish to change your vote. To submit or change your vote during the meeting, you must be logged on as a Baxter stockholder.
If you are, click on Vote Here on the meeting website. Submission of a new vote will revoke any prior proxy you may have previously submitted. I'll now proceed to the proposals in the order in which they were discussed in the proxy statement. The first proposal to be considered is the election of the all nine [audio distortion] as Directors. William Ampofo, Jay Craig, Andrew Hider, Mike McDonnell, Patty Morrison, Nancy Schlichting, Brent Shafer, Amy Wendell, and David Wilkes. For this annual meeting, Baxter's bylaws require that the Corporate Secretary be notified in writing of any nominations for Director on a timely basis in advance of today's meeting. We have not received notice of any other nominations for Directors. Accordingly, the nominations for Director are closed. The Board of Directors has recommended a vote in favor of each of these Directors.
The second proposal to be considered by stockholders is an advisory vote on the compensation of the company's named Executive Officers for 2025. The Board of Directors has recommended a vote in favor of this proposal. Third proposal to be considered is the ratification of PwC as Baxter's independent registered public accounting firm for 2026. The Board of Directors has recommended a vote in favor of this proposal. The fourth proposal to be considered is the approval of the Baxter International Inc Second Amendment and Restated 2021 Incentive Plan. The Board of Directors has recommended a vote in favor of this proposal. The fifth proposal to be considered is the approval of an amendment to A mended and Restated Certificate of incorporation to amend Board size. The Board of Directors has recommended a vote in favor of this proposal.
Time permitting, I'd ask that Ellen present questions related to any of the meeting agenda items. As a reminder, if there are any questions relating to meeting matters that remain unanswered after the completion of today's meeting, we will post answers to a representative set of questions as soon as reasonably practicable. Answers will be posted at www.investor.baxter.com and will remain available until one week after posting. Ellen, have there been any duly submitted questions on matters not related to the meeting proposals?
We will post answers to relevant questions as soon as reasonably practicable after completion of the meeting. We will now proceed to vote on the agenda items. The time is now 9:08 , and the polls are open. Once again, if you have not already voted or if you wish to change your vote on any proposal, please click on the Vote Here button on the meeting website. Thank you. The time is now 9:09 , and the polls are closed. Based on results submitted as of this morning, the number of shares voted for each Director exceeded 97% of the number of votes cast with respect to him or her. Assuming any new or changed votes duly submitted during this meeting do not change the results, this is more than the required majority, and therefore each of the nominees has been elected.
Based on the results submitted as of this morning, the advisory vote requesting that stockholders approve the compensation of the company's named Executive Officers, as disclosed in the proxy statement, received votes in favor representing approximately 91% of the shares present and entitled to vote at this meeting. Assuming any new or changed votes duly submitted during this meeting do not change the results, the disclosed compensation for 2025 has been approved. Based on the results submitted as of this morning, the proposal to ratify PwC as the company's independent registered public accounting firm for 2026 received votes in favor of approval representing approximately 97% of the shares present and entitled to vote at this meeting. Assuming any new or changed votes duly submitted during this meeting do not change the results, the appointment of PwC is ratified.
Based on the results submitted as of this morning, the proposal to approve Baxter's Second Amended and Restated 2021 Incentive Plan received votes in favor representing approximately 82% of the shares present and entitled to vote at this meeting. Assuming any new or changed votes duly submitted during this meeting do not change the results, Baxter's Second Amended and Restated 2021 Incentive Plan has been approved. Based on the results submitted as of this morning, the proposal to approve the amendment to the Amended and Restated Certificate of Incorporation to amend Board size received votes in favor representing approximately 90% of our outstanding shares. Assuming any new or changed votes duly submitted during this meeting do not change the results, the amendment to the Amended and Restated Certificate of Incorporation has been approved. This completes the business of the meeting.
The Inspector of Elections will tabulate the votes, we will disclose the final results on a form 8-K to be filed within four business days after completion of this meeting.
I now declare this meeting formally adjourned. Thank you for participating in this year's annual meeting. We appreciate your continuing support as a Baxter stockholder.
This concludes today's meeting. You may now disconnect.