Business Context and Reporting Period
This Form 8-K filing by Baxter International Inc. is dated May 9, 2016. The report addresses Item 8.01 (Other Events) concerning a corporate governance matter following the company's annual stockholder meeting held on May 3, 2016.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly procedural and does not contain financial performance data.
Material Changes
At the annual meeting on May 3, 2016, stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the board of directors. The vote was counted on a per share basis rather than a per capita basis. Consequently, the Company filed a Verified Amended Application with the Court of Chancery of the State of Delaware to validate this Charter Amendment.
Outlook, Risks, and Unusual Items
- Court Hearing: A hearing to consider the validation of the Charter Amendment is scheduled for June 22, 2016, at 10:00 a.m. at the New Castle County Courthouse in Wilmington, Delaware.
- Stockholder Opposition: Stockholders wishing to oppose the validation must file papers with the Court by June 13, 2016.
- Legal Counsel: Opposition filings must be served on counsel from JennessParker and Skadden, Arps, Slate, Meagher & Flom LLP.
Key Facts for Investor Verification
- Stockholders approved the declassification of the board of directors on May 3, 2016.
- The Company is seeking judicial validation of the vote count method (per share vs. per capita) from the Delaware Court of Chancery.
- A hearing on the matter is set for June 22, 2016.
- Opposition to the amendment must be filed with the Court by June 13, 2016.