SEC Form 8-K filed by Bausch Health Companies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 20, 2025, Bausch Health Companies Inc. (the “Company”) entered into respective letter agreements (the “Letter Agreements” and each a “Letter Agreement”) with each of (i) Carl Icahn and the other members of the Icahn Group (as such term is defined in the Director Appointment and Nomination Agreement dated February 23, 2021 between the Company and the persons and entities listed on Schedule A thereto (the “Company DANA”)), (ii) John Paulson and his affiliates (the “Paulson Group”) and (iii) Sarah Kavanagh and her affiliates (the “Kavanagh Group”, and each of the Icahn Group, the Paulson Group and the Kavanagh Group, a “Group”), as overlapping directors on the Board of Directors of the Company (the “BHC Board”) and the Board of Directors of Bausch + Lomb Corporation (“B+L” and the Board, the “B+L Board”). Pursuant to the respective Letter Agreements, each of the Groups, respectively, have agreed that, if such Group engages in a “Specified Action” then such Group shall immediately tender their resignations from the BHC Board and the B+L Board, and (ii) in respect of the Icahn Group Letter Agreement, the Icahn Group shall irrevocably waive its rights under specified provisions of the Amended and Restated Director Appointment and Nomination Agreement dated June 21, 2022 between B+L and certain members of the Icahn Group (the “B+L DANA”), including the right to designate a Replacement Designee (as such term is defined in the B+L DANA).
In addition, under each Letter Agreement, respectively, so long as no member of such Group has engaged in a Specified Action, the Company has agreed (i) if such person or member of such Group (each a “Group Designee”) is named as a management nominee for election to the B+L Board at any meeting of shareholders of B+L, then the Company shall vote (or cause to be voted) all voting securities of B+L owned or controlled by the Company for each such Group Designee, and (ii) such Group Designee will also have the right to be appointed to any newly-created committees of the BHC Board, absent actual conflicts of interest.
As used in each Letter Agreement, “Specified Actions” include any of the following: (i) knowingly instigating or supporting any proxy contest against the Company regarding any matter; (ii) presenting (or requesting to present) at any meeting of the Company’s shareholders any proposal for consideration for action by shareholders or engaging in any solicitation of proxies or consents; (iii) granting any proxy, consent or other authority to vote with respect to any matters or depositing any voting securities in a voting trust or subjecting them to a voting agreement (subject to certain exceptions); (iv) seeking, or encouraging any person, to submit nominations in furtherance of a contested solicitation for the election or removal of directors of the Company; or (v) acquiring, offering or proposing to acquire any voting securities or rights to acquire any voting securities that would result in the Icahn Group beneficially owning more than 19.99% of then outstanding common shares of the Company (subject to certain exceptions).
The foregoing description of the Letter Agreements is qualified in its entirety by reference to the full text of each Letter Agreement, a copy of each of which is attached hereto as an Exhibit and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| * | Filed herewith. |
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: May 20, 2025
| BAUSCH HEALTH COMPANIES INC. | ||
| By: | /s/ Seana Carson | |
| Seana Carson | ||
| Executive Vice President, General Counsel | ||