defa14a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant   þ
  Filed by a Party other than the Registrant   o
 
  Check the appropriate box:

  o   Preliminary Proxy Statement
  o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  o   Definitive Proxy Statement
  þ   Definitive Additional Materials
  o   Soliciting Material Pursuant to §240.14a-12

BAXTER INTERNATIONAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

  þ   No fee required.
  o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

        1) Title of each class of securities to which transaction applies:

        2) Aggregate number of securities to which transaction applies:

        3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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        o   Fee paid previously with preliminary materials.

        o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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        2) Form, Schedule or Registration Statement No.:

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        4) Date Filed:

 

*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
BAXTER INTERNATIONAL INC.
BAXTER INTERNATIONAL INC.
ONE BAXTER PARKWAY
DEERFIELD, IL 60015
M21522-P89161
Meeting Information
Meeting Type:         Annual Meeting
For holders as of:   March 08, 2010
Date: May 04, 2010      Time: 9:00 AM CDT
Location:   Baxter International Inc.
One Baxter Parkway
Deerfield, IL 60015

You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.


 

 
— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

Notice of Annual Meeting and Proxy Statement and the Annual Report for the year ended December 31, 2009

How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
         
 
  1) BY INTERNET:   www.proxyvote.com
 
  2) BY TELEPHONE:   1-800-579-1639
 
  3) BY E-MAIL*:   sendmaterial@proxyvote.com
 
     
*  
If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 20, 2010 to facilitate timely delivery.


M21523-P89161
— How To Vote —
Please Choose One of the Following Voting Methods

Vote In Person: You must bring this Notice or other proof of share ownership for admittance to the Annual Meeting. Please review other details regarding meeting attendance and directions to the meeting in the Proxy Statement, which is available at www.proxyvote.com. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 

     
 
Voting Items
  
 
           
 
        
The Board of Directors recommends you
vote FOR each of the following Nominees:
          
 
          
1.     Election of Director
          
         
 
  Nominees:    
 
  1a.   Blake E. Devitt

1b.   John D. Forsyth

1c.   Gail D. Fosler

1d.   Carole J. Shapazian

  		   
The Board of Directors recommends you vote FOR proposal 2:
2.     Ratification of independent registered public accounting firm.

 
The Board of Directors recommends you vote AGAINST proposal 3:
3.     Shareholder Proposal Relating to Simple Majority Voting.

 
To act upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
M21524-P89161

 

 
 
 
M21525-P89161