Bausch Health Companies Inc 8-K, filed Jun 24, 2022
Bausch Health Companies Inc. (BHC)
About this 8-K
Bausch Health Companies Inc filed this 8-K on June 24, 2022, reporting on events of June 21, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
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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.
On June 23, 2022, Bausch Health Companies Inc. (“Bausch Health” or the “Company”) announced that Joseph C. Papa resigned from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Papa’s decision to resign from the Board was not due to any dispute or disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.
Also on June 23, 2022, the Company announced the Board’s appointment of John A. Paulson to the Board to fill the resulting vacancy, effective upon Mr. Papa’s resignation. Mr. Paulson will also serve as the Chairperson of the Board. The Board has not determined at this time the committees, if any, to which Mr. Paulson will be appointed. Pursuant to the Company’s Corporate Governance Guidelines, because Mr. Paulson is an independent director, the Board will no longer have the position of Lead Independent Director. The current Lead Independent Director, Mr. Ross, will continue to serve on the Board.
Mr. Paulson currently serves as an independent director of Bausch + Lomb Corporation, a subsidiary of Bausch Health. He also previously served on the board of Bausch Health from June 2017 to May 2022. Mr. Paulson is the President and Portfolio Manager of Paulson & Co. Inc., an investment management company specializing in global mergers, event arbitrage and credit strategies, which he founded in 1994. Prior to forming Paulson & Co. Inc., Mr. Paulson was a Partner of Gruss Partners and a Managing Director in mergers and acquisitions at Bear Stearns. Mr. Paulson graduated with a degree in finance from New York University in 1978 and his MBA from Harvard Business School in 1980. Mr. Paulson has been a director of BrightSphere Investment Group Inc., a publicly traded asset management holding company, since November 2018, and has served as Chairman since April 2020. He also currently serves as a member of the advisory board of Harvard Business School. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017.
Mr. Paulson was not appointed to the Board pursuant to any arrangement or understanding between him and any other person. Mr. Paulson is not a party to any related party transaction reportable under Item 404(a) of Regulation S-K. Mr. Paulson will participate in the Company’s non-employee director compensation program, which is described in the Company’s definitive proxy statement dated May 2, 2022 and filed with the U.S. Securities and Exchange Commission.
A copy of the press release, dated June 23, 2022, announcing the foregoing updates to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release announcing AGM results and updates to the Board, dated June 23, 2022 | |
| 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, 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/ Tom Vadaketh | |
| Name: | Tom Vadaketh | |
| Title: | Executive Vice President, Chief Financial Officer | |
Date: June 23, 2022
Exhibit 99.1
| Investor Contact: Christina Cheng christina.cheng@bauschhealth.com (514) 856-3855 (877) 281-6642 (toll free) |
Media Contact: Lainie Keller lainie.keller@bauschhealth.com (908) 927-1198 |
Bausch Health Announces 2022 Annual Meeting of Shareholder Results, Updates to its Board of Directors
LAVAL, Quebec, June 23, 2022 – Bausch Health Companies Inc. (NYSE/TSX: BHC) (“Bausch Health” or the “Company”) today announced the results of its 2022 annual meeting of shareholders and certain other updates with respect to the Company’s Board of Directors (the “Board”).
Annual Meeting Results
The 12 directors nominated at the Company’s 2022 annual meeting of shareholders held on June 21, 2022 were elected by a vote of the shareholders. The detailed results of the vote for the election of directors are set out below:
| 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 |
At the annual meeting of shareholders, shareholders also approved in a non-binding advisory vote the compensation of the Company’s named executive officers, approved amendments to the Company’s 2014 Omnibus Incentive Plan and appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm until the close of the Company’s 2023 annual meeting of shareholders.
The final vote tabulation on all matters voted on at the meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K, and such report will be made available on the Company’s SEDAR profile and on the Company’s website at www.bauschhealth.com.
Updates to Board of Directors
The Company also announced today that Joseph C. Papa resigned from the Board, effective immediately. Mr. Papa’s decision to resign from the Board was not due to any dispute or disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.
The Board appointed John A. Paulson to the Board to fill the resulting vacancy, effective upon Mr. Papa’s resignation. Mr. Paulson will also serve as the Chairperson of the Board. The Board has not determined at this time the committees, if any, to which Mr. Paulson will be appointed. Pursuant to the Company’s Corporate Governance Guidelines, because Mr. Paulson is an independent director, the Board will no longer have the position of Lead Independent Director. The current Lead Independent Director, Mr. Ross, will continue to serve on the Board.
Mr. Paulson currently serves as an independent director of Bausch + Lomb Corporation. He also previously served on the board of the Company from June 2017 to May 2022. Mr. Paulson is the President and Portfolio Manager of Paulson & Co. Inc., an investment management company, which he founded in 1994. Mr. Paulson has been a Chairman of the Board of BrightSphere Investment Group Inc., a publicly traded asset management holding company, since April 2020, and has been a director since 2018. He also currently serves as a member of the advisory board of Harvard Business School. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017.
“The Company and the Board of Directors would like to thank Mr. Papa for his leadership over the past six years. Joe oversaw significant change in the business during his tenure and we appreciate his role in Bausch Health’s continued transformation,” said CEO Thomas J. Appio.
“I am excited about the Company’s future and its potential to create shareholder value,” added John Paulson.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global diversified pharmaceutical company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, international pharmaceuticals and eye health, through our approximately 90% ownership of Bausch + Lomb Corporation. With our leading durable brands, we are delivering on our commitments as we build an innovative company dedicated to advancing global health. 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 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. In addition, 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 filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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