Bausch Health Companies Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

TL;DR

<b>Bausch Health Companies Inc. has filed its definitive proxy statement for the 2024 Annual Meeting, detailing proposals for director elections, executive compensation, incentive plans, and auditor appointment.</b>

AI Summary

Bausch Health Companies Inc. (BHC) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Bausch Health Companies Inc. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing concerns the company's 2024 Annual Meeting of Shareholders, scheduled for May 14, 2024, at 9:00 a.m. EDT. The meeting will be held virtually via the internet at www.virtualshareholder meeting.com/BHC2024. Key agenda items include the election of ten directors, an advisory vote on executive compensation for 2023, approval of an amendment to the 2014 Omnibus Incentive Plan, and the appointment of PricewaterhouseCoopers LLP as auditor. The company was formerly known as Valeant Pharmaceuticals International, Inc. and Bio Vail Corp.

Why It Matters

For investors and stakeholders tracking Bausch Health Companies Inc., this filing contains several important signals. This filing provides shareholders with crucial information to make informed voting decisions on corporate governance matters, including the composition of the Board of Directors and executive remuneration. The virtual format of the meeting aims to increase accessibility for shareholders to participate in key corporate decisions.

Risk Assessment

Risk Level: low — Bausch Health Companies Inc. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proposals regarding director elections and executive compensation to exercise their voting rights effectively.

Key Numbers

• ten — Directors to be elected (To serve on the Board of Directors for a one-year term.)
• 2023 — Executive Compensation review year (For the advisory vote on named executive officers' compensation.)
• 2014 — Omnibus Incentive Plan year (Amendment and restatement of the Company's Amended and Restated 2014 Omnibus Incentive Plan.)
• 2025 — Auditor term end year (PwC appointed until the close of the 2025 Annual Meeting of Shareholders.)

Key Players & Entities

• Bausch Health Companies Inc. (company) — Registrant name
• 2024 Annual Meeting of Shareholders (event) — Meeting date and purpose
• May 14, 2024 (date) — Annual Meeting date
• PricewaterhouseCoopers LLP (company) — Proposed auditor
• Valeant Pharmaceuticals International, Inc. (company) — Former company name
• BIOVAIL Corp (company) — Former company name

FAQ

Industry Context

Bausch Health Companies Inc. operates in the pharmaceutical preparations industry, focusing on the development, manufacturing, and marketing of a broad range of healthcare products.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the details of the proposed amendment to the 2014 Omnibus Incentive Plan.
3. Confirm the appointment of PricewaterhouseCoopers LLP as the independent auditor.

Key Dates

• 2024-05-14: 2024 Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.

Year-Over-Year Comparison

This filing is a DEF 14A, indicating it is the definitive proxy statement for the upcoming annual meeting, following any preliminary filings.

Key Financial Figures

• $9.20 — ell as the aggregate value based on the $9.20 per share closing price of our Common S
• $3,866,521 — k Ownership : 420,274 Common Shares — $3,866,521 949,082 Restricted Share Units ("RSUs
• $8,731,554 — ") (comprised of 949,082 unvested RSUs —$8,731,554) 852,455 Stock Options ("SOPs") (comp
• $6,108,901 — s") (comprised of 664,011 vested SOPs — $6,108,901, and 188,444 unvested SOPs— $1,733,685)
• $1,733,685 — $6,108,901, and 188,444 unvested SOPs— $1,733,685) Total Equity Value at Risk: $3,866,5
• $3,866,521 b — ,733,685) Total Equity Value at Risk: $3,866,521 based on the value of the Common Shares b
• $0 — 0 RSUs Total Equity Value at Risk: $0 representing 0% of the Company's curren
• $500,000 — e Company's current aggregate amount of $500,000 required under the share ownership guid
• $393,539 — ock Ownership: 42,776 Common Shares — $393,539 65,724 RSUs (comprised of 36,519 vest
• $335,975 — RSUs (comprised of 36,519 vested RSUs — $335,975, and 29,205 unvested RSUs — $268,686)
• $268,686 — — $335,975, and 29,205 unvested RSUs — $268,686) Total Equity Value at Risk: $729,514
• $729,514 — $268,686) Total Equity Value at Risk: $729,514 representing 146% of both the Company's
• $1,080,512 — SUs (comprised of 117,447 vested RSUs — $1,080,512 and 29,205 unvested RSUs — $268,686)

Filing Documents

• ny20020401x1_def14a.htm (DEF 14A) — 2562KB
• logo_bauschhealth1.jpg (GRAPHIC) — 15KB
• ny20020401x1_abwechsler.jpg (GRAPHIC) — 33KB
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• ny20020401x1_bcv.jpg (GRAPHIC) — 421KB
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• ny20020401x1_tjappio.jpg (GRAPHIC) — 36KB
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• ny20020401x1_diversityx5.jpg (GRAPHIC) — 139KB
• ny20020401x1_pc01.jpg (GRAPHIC) — 683KB
• ny20020401x1_pc02.jpg (GRAPHIC) — 848KB
• ny20020401x1_scarson.jpg (GRAPHIC) — 40KB
• 0001140361-24-017937.txt (&nbsp;) — 12184KB
• bhc-20240514.xsd (EX-101.SCH) — 6KB
• bhc-20240514_def.xml (EX-101.DEF) — 7KB
• bhc-20240514_lab.xml (EX-101.LAB) — 12KB
• bhc-20240514_pre.xml (EX-101.PRE) — 9KB
• ny20020401x1_def14a_htm.xml (XML) — 195KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 35 37 DELINQUENT SECTION 16(a) REPORTS 38

EXECUTIVE COMPENSATION AND RELATED MATTERS

EXECUTIVE COMPENSATION AND RELATED MATTERS 39 COMPENSATION DISCUSSION AND ANALYSIS 39 COMPENSATION COMMITTEE REPORT 54 SUMMARY COMPENSATION TABLE 55 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 60 PAY VERSUS PERFORMANCE 63 DIRECTOR COMPENSATION TABLE 66 EQUITY COMPENSATION PLAN INFORMATION 68 AUDIT COMMITTEE REPORT 69 CERTAIN TRANSACTIONS 70 PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION 72 PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN 73 PROPOSAL NO. 4 APPOINTMENT OF AUDITOR 86 AUDITOR FEES 87 VOTING & OTHER INFORMATION 89 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS 89 COMMUNICATION WITH THE BOARD OF DIRECTORS 89 ANNUAL REPORT AND ADDITIONAL INFORMATION 90 PROXY SOLICITATION 90 HOUSEHOLDING OF PROXY MATERIALS 90 ELECTRONIC DELIVERY OF BAUSCH HEALTH SHAREHOLDER COMMUNICATIONS 91 ATTENDING THE MEETING 91 QUESTIONS ABOUT VOTING 92 MISCELLANEOUS 96 EXHIBIT A — Charter of the Board of Directors A-1 EXHIBIT B — Amended and Restated 2014 Omnibus Incentive Plan B-1 APPENDIX 1 C-1 TABLE OF CONTENTS PROPOSAL NO. 1 ELECTION OF DIRECTORS BACKGROUND Under the Company's Articles, directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director's earlier resignation or removal. In an uncontested election, any director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" such election is required to tender his or her resignation promptly following the vote, which resignation must state that it will become effective upon acceptance by the Board. The Nominating and Corporate Governance Committee of the Board shall then consider the offered resignation and m

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View this DEF 14A filing on SEC EDGAR