{"url_path":"/sec/bax/8-k/2026-05-08/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/10456/0001193125-26-214680-index.html","accession_number":"0001193125-26-214680","cik":"0000010456","ticker":"BAX","issuer_name":"BAXTER INTERNATIONAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/10456/0001193125-26-214680-index.html","primary_entity_key":"0000010456","primary_entity_name":"BAXTER INTERNATIONAL INC"},"word_count":185,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year\n\nAs described under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting, the stockholders of the Company approved an amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to reduce the required minimum number of directors to seven with no stated maximum limit. On May 5, 2026, the Company filed the Charter Amendment to effect these changes.\n\nIn addition, the Board approved a corresponding amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) reflecting that the number of directors on the Board shall not be less than seven nor more than twelve, with such Amended Bylaws becoming effective upon the approval of the Charter Amendment by the stockholders and the filing of the Charter Amendment.\n\n \n\nThe foregoing description of the Charter Amendment and Amended Bylaws is qualified in its entirety by reference to the text of the Amended Charter and Amended Bylaws, copies of which are attached hereto as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference."}