Bausch Health Companies Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 1.02 | Termination of a Material Definitive Agreement. |
In accordance with its terms, the Director Appointment and Nomination Agreement, dated as of February 23, 2021, by and among Bausch Health Companies Inc. (the “Company”) and Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp. (collectively, the “Icahn Group”) (the “Appointment and Nomination Agreement”) has terminated following the Icahn Group’s net long position in the Company’s shares falling below the required threshold in the Appointment and Nomination Agreement.
The supplemental letter agreement, dated as of May 20, 2025, by and among the Company and the Icahn Group (the “Letter Agreement”) has also terminated.
The termination of each of the Appointment and Nomination Agreement and Letter Agreement was effective as of August 14, 2025.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 14, 2025, Brett M. Icahn and Steven D. Miller resigned from the board of directors (the “Board”) of the Company in connection with the termination of the Appointment and Nomination Agreement. Messrs. Icahn and Miller were appointees of the Icahn Group and had been members of the Board since March 17, 2021. Mr. Miller served as a member of the Audit and Risk Committee of the Board until the time of his resignation. The resignations of Messrs. Icahn and Miller did not result from any disagreement with the Company.
| Item 7.01 | Regulation FD Disclosure |
On August 15, 2025, the Company issued a press release announcing the matters set forth in Items 1.02 and 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
The information in the preceding paragraph, as well as Exhibit 99.1 hereto, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit |
Description | |
| 99.1 | Press release of the Company dated August 15, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as 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.
| BAUSCH HEALTH COMPANIES INC. | ||
| By: | /s/ Seana Carson | |
| Name: | Seana Carson | |
| Title: | Executive Vice President, General Counsel | |
Date: August 15, 2025