On February 13, 2023, Mr. Thomas F. Chen notified Baxter International Inc. of his decision to retire from the Board of Directors of the Company, effective as of April 28, 2023. Ms. Cathy R. Smith will become the chair of the Board's Nominating, Corporate Governance & Public Policy Committee immediately after the effectiveness of Mr. Chen's retirement. On February 14, 2023, in accordance with the mandatory retirement age set forth in Baxter's Corporate Governance Guidelines, the Board decided not to nominate Mr. Albert P.L. Stroucken for reelection to the Board at the Company's 2023 annual meeting of stockholders in accordance with the mandatory retirement age set forth in the Company's Corporate Governance Guidelines.

Mr. Stroucken's term will expire on April 28, 2023. Mr. Peter M. Wilver will be appointed to serve on and become the chair of the Board's Audit Committee immediately after the effectiveness of Mr. Stroucken's departure from the Board and Ms. Smith's appointment as chair of the Board's Nominating, Corporate Governance & Public Policy Committee. Following Mr. Chen and Mr. Stroucken's departure on April 28, 2023, the number of directors constituting the Board will decrease automatically from twelve directors to ten directors.

In addition to the Board leadership changes described above, on February 14, 2023 the Board also appointed Mr. D. Brent Shafer as the Board's Lead Independent Director, effective April 28, 2023. Mr. Shafer, who has served on the Board, the Audit Committee and the Compensation Committee since May 2022, will succeed Mr. Stroucken as Lead Independent Director. Mr. Stroucken has served as Lead Independent Director since February 2021.

In connection with the strategic actions recently announced by the Company (including with respect to the establishment of a new operating model), on February 14, 2023, the Board appointed a new president for three of the Company's new vertically integrated global business units each effective as of March 1, 2023. Ms. Heather Knight was appointed as the Company's Executive Vice President and Group President, Medical Products and Therapies. Mr. Reaz Rasul was appointed as the Company's Executive Vice President and Group President, Healthcare Systems and Technologies.

Mr. Alok Sonig was appointed as the Company's Executive Vice President and Group President, Pharmaceuticals. Mr. Cristiano Franzi, the Company's Senior Vice President and President, EMEA, will serve as the interim head of the Company's newly announced Kidney Care global business unit while the Company continues its search for a new president of that business. He will continue to lead the Company's EMEA operations while he serves in this interim role.

The Company intends to complete the design of its new operating model by early second quarter 2023, with an updated reporting framework expected to be implemented during the second half of 2023.