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
Date of Report (Date of earliest event reported): July 10, 2025
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 or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2150 St. Elzéar Blvd. West
Laval, Quebec
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 |
Name of each exchange |
||||
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 10, 2025, Bausch Health Companies Inc. (“Company”) announced that on July 1, 2025, its Board of Directors appointed Steven Lee, 55, as the Company’s Senior Vice President, Controller and Chief Accounting Officer, to be effective July 14, 2025. Prior to his appointment, from October 2023 to April 2025, Mr. Lee served as Vice President and Chief Financial Officer of the Industrial and Energy Division, and the North America Division, from June 2024 to April 2025, for BrandSafway, a portfolio company of Clayton, Dubilier & Rice and Brookfield Business Partners (“BrandSafway”). From April 2022 through November 2023, he served as Vice President and Chief Accounting Officer of BrandSafway. Prior to joining BrandSafway, Mr. Lee served in various leadership roles at Mohwak Industries, including Vice President, Corporate Controller and Chief Accounting Officer from April 2021 through April 2022, Vice President and Assistant Corporate Controller from 2018 through March 2021 and Vice President, Chief Financial Officer, Ceramic Europe from 2015 through 2018.
The Company has entered into an offer letter (“Offer Letter”) with Mr. Lee. Under the terms of the offer Letter, Mr. Lee will receive an annual base salary of $450,000 and will be eligible to receive an annual cash bonus with a target of 50% of his base salary which will be prorated based on his start date. Mr. Lee will also receive a one-time sign cash bonus of $50,000, and a one-time sign-on equity grant with an aggregate grant date fair value of $175,000 to be delivered 100% in the form of restricted stock units granted under the Bausch Health Companies Inc. 2014 Omnibus Incentive Plan (as Amended and Restated, Effective as of May 14, 2024 (or any applicable successor plan thereto)). If Mr. Lee voluntarily resigns at any time within the first year of his employment he will be required to repay the after-tax amount of the sign-on bonus to the Company. If the Company terminates Mr. Lee’s employment without cause, he will receive, subject to continued compliance with post-termination obligations and executing and not revoking a release of claims, an amount equal to his annual base salary.
| Item 7.01 | Regulation FD Disclosure |
On July 10, 2025, the Company issued a press release announcing the appointment of Mr. Lee. A copy of the press release is attached 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 No. |
Description |
|
| 99.1 | Press release of the Company dated July 10, 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/ Jean-Jacques Charhon |
|
| Name: | Jean-Jacques Charhon | |
| Title: | Executive Vice President, Chief Financial Officer | |
Date: July 10, 2025
Exhibit 99.1
| Investor Contact: | Media Contact: | |
| Garen Sarafian | Katie Savastano | |
| ir@bauschhealth.com | corporate.communications@bauschhealth.com | |
| (877) 281-6642 (toll free) | (908) 569-3692 | |
Bausch Health Appoints New Chief Accounting Officer
LAVAL, QC, July 10, 2025 – Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), a global, diversified pharmaceutical company, today announced the appointment of Steven Lee as Senior Vice President, Controller and Chief Accounting Officer, effective Monday, July 14.
Steven brings extensive experience in financial transformation, mergers and acquisitions, and operational execution. With over two decades of experience, Steven has consistently demonstrated his proficiency in capital strategy to drive long-term value. Before joining Bausch Health, he served as Vice President and Chief Financial Officer of the Industrial and Energy Division and the North America Division, for BrandSafway, a portfolio company of Clayton, Dubilier & Rice and Brookfield Business Partners. He also served as Vice President and Chief Accounting Officer at BrandSafway. Previously, at Mohawk Industries, he held the roles of Vice President, Corporate Controller, and Chief Accounting Officer, along with other senior financial and operational management positions.
“We are excited to add Steven to our finance leadership team as our new Controller and Chief Accounting Officer,” said JJ Charhon, Chief Financial Officer, Bausch Health. “His depth and breadth of experience will be a great addition to the finance function as we continue to support Bausch Health’s transformation journey toward continued innovation and profitable growth.”
In his new role, Steven will oversee the company’s financial reporting and corporate controllership.
About Bausch Health
Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information about Bausch Health, visit www.bauschhealth.com and connect with us on LinkedIn.
Forward-looking Statements
This news release may contain forward-looking statements within the meaning of applicable securities laws, including the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of the words “will,” “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “subject to” and variations or similar expressions. These statements are neither historical facts nor assurances of future performance, are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health’s overall business, including those more fully described in Bausch Health’s most recent annual and quarterly reports and detailed from time to time in Bausch Health’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events, information or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.