Document
false0000885590 0000885590 2020-04-29 2020-04-29
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

April 29, 2020 
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 5.07
Submission of Matters to a Vote of Security Holders.
On April 28, 2020, Bausch Health Companies Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). 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 2021 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
 
 
 
 
 
 
 
Richard U. De Schutter
 
216,315,704
 
5,259,134
 
59,178,282
D. Robert Hale
 
211,714,041
 
9,860,797
 
59,178,282
Dr. Argeris (Jerry) N. Karabelas
 
215,596,446
 
5,978,392
 
59,178,282
Sarah B. Kavanagh
 
217,011,297
 
4,563,541
 
59,178,282
Joseph C. Papa
 
212,494,697
 
9,080,141
 
59,178,282
John A. Paulson
 
219,853,068
 
1,721,770
 
59,178,282
Robert N. Power
 
208,740,697
 
12,834,141
 
59,178,282
Russel C. Robertson
 
215,372,886
 
6,201,952
 
59,178,282
Thomas W. Ross, Sr.
 
215,468,972
 
6,105,866
 
59,178,282
Andrew C. von Eschenbach, M.D.
 
219,493,913
 
2,080,925
 
59,178,282
Amy B. Wechsler, M.D.
 
216,271,318
 
5,303,520
 
59,178,282
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
 
 
 
 
 
 
 
197,628,762
 
22,998,724
 
947,352
 
59,178,282
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 to the Company’s Amended and Restated 2014 Omnibus Incentive Plan. The shareholders approved the amendment to the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”) to increase the number of common shares, no par value, of the Company available for issuance under the 2014 Plan.
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
198,079,153
 
22,638,569
 
857,116
 
59,178,282




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 2021 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.
For
 
Withheld
 
 
 
275,019,010
 
5,734,110





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.

Date: April 29, 2020
 
 
BAUSCH HEALTH COMPANIES INC.
 
 
 
 
 By:
/s/ Christina M. Ackermann
 
Christina M. Ackermann
 
Executive Vice President and General Counsel


 v3.20.1
Document
Apr. 29, 2020
Cover page.  
Document Type 8-K
Document Period End Date Apr. 29, 2020
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