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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 22, 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 22, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Bausch Health Companies Inc. (the “Company”), the Board increased the size of the Board from ten to twelve members and appointed Michael Goettler and Sandra Leung, in each case effective as of July 22, 2025. Mr. Goettler will serve on the Talent and Compensation Committee and Science and Technology Committee. Ms. Leung will serve on the Nominating and Corporate Governance Committee.
In connection with their appointments to the Board, pursuant to the Company’s non-employee director compensation policy, each of Mr. Goettler and Ms. Leung will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance-Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2025.
There are no arrangements or understandings between Mr. Goettler or Ms. Leung and any other person pursuant to which there were selected as directors, and there are no transactions related to the Company in which Mr. Goettler or Ms. Leung have an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On July 24, 2025, the Company issued a press release announcing the appointments of Mr. Goettler and Ms. Leung. 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 |
Description |
|
| 99.1 | Press release of the Company dated July 24, 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: July 24, 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 Announces the Appointment of Two New Members to Its Board of Directors
LAVAL, QC, July 24, 2025 – Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), a global, diversified pharmaceutical company, today announced the appointment of Michael Goettler and Sandra Leung to its Board of Directors, effective July 22, 2025. The appointments increase the size of the Board from ten to twelve members.
Michael Goettler is an accomplished executive with extensive leadership experience in the pharmaceutical industry. Most recently, he served as Chief Executive Officer of Viatris, where he guided the company through transformation and renewed focus. He is recognized for his expertise in steering multinational corporations and advancing healthcare solutions worldwide. Mr. Goettler will serve on the Talent and Compensation Committee and Science and Technology Committee.
Sandra Leung brings decades of experience and insight from her distinguished career in the pharmaceutical industry, most recently as Executive Vice President and General Counsel of Bristol Myers Squibb Company. Sandra has provided strategic legal counsel at the highest levels, helping to guide corporate governance, compliance, and regulatory initiatives. Ms. Leung will serve on the Nominating and Corporate Governance Committee.
“On behalf of our Board, I am delighted to welcome Michael and Sandra to the Bausch Health Board. Their deep industry knowledge and leadership experience will provide invaluable guidance as the organization continues to evolve and strengthen,” said John A. Paulson, Chairperson of the Bausch Health Board. “We are confident that their insights will help accelerate the strategy and reinforce the Company’s commitment to patients, customers, and shareholders.”
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.