Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

JANUARY 29, 2024

Date of report (Date of earliest event reported)

Bausch Health Companies Inc.

(Exact name of registrant as specified in its charter)

British Columbia

Canada

001-14956

98-0448205

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)

2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

(514) 744-6792

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, No Par Value	BHC	New York Stock Exchange	Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 29, 2024, Mr. Russel C. Robertson and Mr. Thomas W. Ross, Sr. each notified Bausch Health Companies Inc. (the “Company”) of their decision not to stand for re-election at the Company’s 2024 annual meeting of shareholders. The retirement of each of Mr. Robertson and Mr. Ross was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. The Company expresses its appreciation for the service of Mr. Robertson and Mr. Ross as members of the Board.

Item 7.01 Regulation FD Disclosure.

On February 1, 2024, the Company issued a press release announcing the foregoing update. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press Release dated February 1, 2024
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2024


			BAUSCH HEALTH COMPANIES INC.


By:			/s/ Seana Carson
			Seana Carson
			Executive Vice President, General Counsel

Exhibit 99.1

Investor Contact: Media Contacts:

Kevin Wiggins

ir@bauschhealth.com corporate.communications@bauschhealth.com

(908) 541-2102 (908) 541-3785

(877) 281-6642 (toll free)

Bausch Health Announces Board Refreshment

LAVAL, Quebec, Feb. 1, 2024 – Bausch Health Companies Inc. (NYSE/TSX: BHC) today announced, as part of its ongoing commitment to board refreshment and board diversity, its nomination of two independent and diverse candidates to stand for election to its Board of Directors at the Company’s 2024 Annual Meeting of Shareholders: Christian A. Garcia, Former Executive Vice President and Chief Financial Officer of BrandSafway Industries, LLC, and Frank D. Lee, Chief Executive Officer of Pacira Biosciences, Inc.

In addition, Russel C. Robertson and Thomas W. Ross, Sr. will be retiring from the Board and will not stand for re-election at the Company’s 2024 Annual Meeting. They will, however, continue to serve on the Board of Bausch + Lomb Corporation. Messrs. Robertson and Ross have served as members of the Board since 2016. To fill the resulting committee vacancies, subject to the election of Messrs. Garcia and Lee to the Board, the Company expects that Mr. Garcia will serve as the Audit and Risk Committee chair and Mr. Lee will serve on the Talent and Compensation Committee. Mr. Lee is also expected to serve on the Science and Technology Committee.

“The nomination of these two new independent directors demonstrates Bausch Health’s ongoing commitment to refreshment, excellence and board diversity,” John A. Paulson, Chairperson of the Bausch Health Board, said. “Additionally, I want to thank Russ and Tom, two long-term, valued members of our Board, who helped navigate the Company through periods of significant change. Their service to the Company has been greatly appreciated.”

Bausch Health’s 2024 Annual Meeting has not yet been scheduled. Additional information regarding Messrs. Garcia and Lee, as well as the Company’s other director nominees, will be included in the Company’s proxy statement for its 2024 Annual Meeting, when available.

About Bausch Health

Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global diversified pharmaceutical company enriching lives through our relentless drive to deliver better health outcomes. We develop, manufacture and market a range of products, primarily in gastroenterology, hepatology, neurology, dermatology, medical aesthetic devices, international pharmaceuticals, and eye health, through our controlling interest in Bausch + Lomb. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information, visit www.bauschhealth.com and connect with us on Twitter and LinkedIn.

Forward-Looking Statements

This news release may contain forward-looking statements about the future performance of Bausch Health which may generally be identified by the use of the words "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health's overall business, including those more fully described in Bausch Health's most recent annual report on Form 10-K and detailed from time to time in Bausch Health's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference.

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Document	Jan. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 29, 2024
Entity Registrant Name	Bausch Health Companies Inc.
Entity Incorporation, State or Country Code	A1
Entity Address, Country	CA
Entity File Number	001-14956
Entity Tax Identification Number	98-0448205
Entity Address, Address Line One	2150 St. Elzéar Blvd. West
Entity Address, City or Town	Laval
Entity Address, State or Province	QC
Entity Address, Postal Zip Code	H7L 4A8
City Area Code	514
Local Phone Number	744-6792
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, No Par Value
Trading Symbol	BHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000885590
Amendment Flag	false