UNITED STATES
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.
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