Jan. 7 — Baxter International Inc. shareholders won't be voting on a resolution calling on the health-care company to reduce benefits and stock options to management after staff of the Securities and Exchange Commission issued its opinion on the matter Jan. 6.
The proposal, submitted Nov. 1 by stockholder Dennis Breuel, called on Baxter's board to reduce the benefits by 60 percent to correspond to the “same reduction” shareholders saw in dividend payments.
In a “no-action” letter, the SEC Division of Corporation Finance said that it concurred with Baxter's argument that the resolution treads on “ordinary business operations” and thus may be excluded from the company's proxy materials under 1934 Securities Exchange Act Rule 14a-8(i)(7).
In submitting his proposal to Baxter, Breuel said shareholders took the hit in dividends following Baxter's spin-off of its drug business last year. “The management did not provide any basis for the reduction,” he said in his letter to Baxter. “The management should not be enriched without a corresponding reduction in their benefits.”
In July 2015, Illinois-based Baxter spun off its biopharmaceutical operations to create a separate company—Baxalta Inc.
To contact the reporter on this story: Che Odom in Washington at email@example.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
The no-action letter is available at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2016/dennisbreuel010616-14a8.pdf.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)