SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Bausch Health Companies Inc. (the “Company”) held on Tuesday, June 21, 2022, the Company’s shareholders approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”) to, among other things, increase the number of common shares, no par value, of the Company (“Common Shares”) authorized for issuance under the 2014 Plan by 11,500,000 Common Shares. The amendment and restatement of the 2014 Plan had previously been approved by the Talent and Compensation Committee of the Company’s Board of Directors, subject to shareholder approval.
The principal features of the 2014 Plan are described in detail under “Proposal 3 -Approval of an Amendment and Restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on May 2, 2022, as supplemented from time to time (the “Proxy Statement”). The full text of the 2014 Plan, including the amendment and restatement, is attached as Exhibit B to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company voted on the following four proposals, each of which is described in detail in the Company’s Management Proxy Circular and Proxy Statement. The results of each matter voted upon are as follows:
Proposal No. 1: Election of Directors. The shareholders elected the following individuals to the Company’s Board of Directors, to serve until the close of the Company’s 2023 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal:
| Name |
For |
Withheld |
Broker Non-Votes | |||
| Thomas J. Appio |
208,484,011 | 4,473,053 | 70,926,205 | |||
| Richard U. De Schutter |
204,019,165 | 8,937,899 | 70,926,205 | |||
| Brett Icahn |
202,357,292 | 10,599,772 | 70,926,205 | |||
| Dr. Argeris (Jerry) N. Karabelas |
201,356,586 | 11,600,478 | 70,926,205 | |||
| Sarah B. Kavanagh |
204,141,525 | 8,815,539 | 70,926,205 | |||
| Steven D. Miller |
203,021,418 | 9,935,646 | 70,926,205 | |||
| Dr. Richard C. Mulligan |
195,477,842 | 17,479,222 | 70,926,205 | |||
| Joseph C. Papa |
176,759,880 | 36,197,184 | 70,926,205 | |||
| Robert N. Power |
153,014,215 | 59,942,849 | 70,926,205 | |||
| Russel C. Robertson |
199,201,436 | 13,755,628 | 70,926,205 | |||
| Thomas W. Ross, Sr. |
199,710,479 | 13,246,585 | 70,926,205 | |||
| Amy B. Wechsler, M.D. |
204,605,343 | 8,351,721 | 70,926,205 |
Proposal No. 2: Advisory Vote on Executive Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 138,688,673 | 73,295,304 | 473,087 | 70,926,205 |
The Company has decided to include an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of advisory votes on executive compensation.
Proposal No. 3: Approval of an Amendment and Restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan. The shareholders approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan.
| For |
Withheld | |
| 187,427,750 | 25,529,314 |
Proposal No. 4: Appointment of the Independent Registered Public Accounting Firm. The shareholders appointed PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2023 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.
| For |
Withheld | |
| 280,428,447 | 3,454,822 |
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.
| BAUSCH HEALTH COMPANIES INC. | ||
| By: |
/s/ Seana Carson | |
| Name: |
Seana Carson | |
| Title: |
Executive Vice President, General Counsel | |
Date: June 23, 2022
Document and Entity Information |
Jun. 21, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Jun. 21, 2022 |
| Entity Registrant Name | Bausch Health Companies Inc. |
| Entity Incorporation, State or Country Code | A1 |
| 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, Country | CA |
| 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 |
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