Bausch Health Announces 2022 Annual Meeting of Shareholder Results, Updates to its Board of Directors
Bausch Health Companies Inc. (NYSE/TSX: BHC) announced the results of its 2022 annual meeting of shareholders held on June 21, 2022. All 12 nominated directors were elected, with Thomas J. Appio as CEO expressing gratitude towards former Board member Joseph C. Papa who resigned. John A. Paulson fills the vacancy and will serve as Board Chair. Shareholders approved executive compensation, amendments to the 2014 Omnibus Incentive Plan, and appointed PricewaterhouseCoopers LLP as the independent auditor until the 2023 meeting. Full voting results will be reported on Form 8-K.
- All 12 nominated directors were elected, indicating shareholder support for the current leadership.
- John A. Paulson, an experienced director, was appointed as Chairperson of the Board, potentially bringing valuable insights.
- Joseph C. Papa's resignation may signal instability within the Board, raising concerns about continuity.
LAVAL, QC, June 23, 2022 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") today announced the results of its 2022 annual meeting of shareholders and certain other updates with respect to the Company's Board of Directors (the "Board").
Annual Meeting Results
The 12 directors nominated at the Company's 2022 annual meeting of shareholders held on June 21, 2022 were elected by a vote of the shareholders. The detailed results of the vote for the election of directors are set out below:
Name | For | Withheld | Broker Non-Votes |
Thomas J. Appio | 208,484,011 | 4,473,053 | 70,926,205 |
Richard U. De Schutter | 204,019,165 | 8,937,899 | 70,926,205 |
Brett Icahn | 202,357,292 | 10,599,772 | 70,926,205 |
Dr. Argeris (Jerry) N. Karabelas | 201,356,586 | 11,600,478 | 70,926,205 |
Sarah B. Kavanagh | 204,141,525 | 8,815,539 | 70,926,205 |
Steven D. Miller | 203,021,418 | 9,935,646 | 70,926,205 |
Dr. Richard C. Mulligan | 195,477,842 | 17,479,222 | 70,926,205 |
Joseph C. Papa | 176,759,880 | 36,197,184 | 70,926,205 |
Robert N. Power | 153,014,215 | 59,942,849 | 70,926,205 |
Russel C. Robertson | 199,201,436 | 13,755,628 | 70,926,205 |
Thomas W. Ross, Sr. | 199,710,479 | 13,246,585 | 70,926,205 |
Amy B. Wechsler, M.D. | 204,605,343 | 8,351,721 | 70,926,205 |
At the annual meeting of shareholders, shareholders also approved in a non-binding advisory vote the compensation of the Company's named executive officers, approved amendments to the Company's 2014 Omnibus Incentive Plan and appointed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm until the close of the Company's 2023 annual meeting of shareholders.
The final vote tabulation on all matters voted on at the meeting will be reported to the U.S. Securities and Exchange Commission on a current report on Form 8-K, and such report will be made available on the Company's SEDAR profile and on the Company's website at www.bauschhealth.com.
Updates to Board of Directors
The Company also announced today that Joseph C. Papa resigned from 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.
The Board appointed 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. He also previously served on the board of the Company from June 2017 to May 2022. Mr. Paulson is the President and Portfolio Manager of Paulson & Co. Inc., an investment management company, which he founded in 1994. Mr. Paulson has been a Chairman of the Board of BrightSphere Investment Group Inc., a publicly traded asset management holding company, since April 2020, and has been a director since 2018. 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.
"The Company and the Board of Directors would like to thank Mr. Papa for his leadership over the past six years. Joe oversaw significant change in the business during his tenure and we appreciate his role in Bausch Health's continued transformation," said CEO Thomas J. Appio.
"I am excited about the Company's future and its potential to create shareholder value," added John Paulson.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global diversified pharmaceutical company whose mission is to improve people's lives with our health care products. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, international pharmaceuticals and eye health, through our approximately
Forward-looking Statements
This news release may contain forward-looking statements about Bausch Health, which may generally be identified by the use of the words "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "subject to" and variations or similar expressions. These statements 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. In addition, 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 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. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
Investor Contact: | Media Contact: |
Christina Cheng | Lainie Keller |
(514) 856-3855 | (908) 927-1198 |
(877) 281-6642 (toll free) |
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SOURCE Bausch Health Companies Inc.
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