Bausch & Lomb Corp NYSE false 0001860742 0001860742 2024-02-27 2024-02-27

 

 

UNITED STATES

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

February 27, 2024

Date of Report (Date of the earliest event reported)

 

 

Bausch + Lomb Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Canada   001-41380   98-1613662

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

520 Applewood Crescent

Vaughan, Ontario

Canada L4K 4B4

(Address of Principal Executive Offices)(Zip Code)

(905) 695-7700

(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
Symbol(s)

  

Name of each exchange

on which registered

Common Shares, No Par Value   BLCO   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 February 27, 2024, Mr. Richard De Schutter notified Bausch + Lomb Corporation (the “Company”) of his decision to not stand for re-election as a member of the Company’s Board of Directors (the “Board”) at the upcoming 2024 annual meeting of shareholders of the Company (the “2024 Annual Meeting”). The retirement of Mr. De Schutter, which will be effective as of the date of the 2024 Annual Meeting, is not the result of any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. The Company expresses its appreciation for Mr. De Schutter’s service as a member of the Board.

Also on February 27, 2024, the Company approved a temporary increase of the size of the Board to eleven members and Ms. Karen Ling was appointed as a director of the Company, each effective immediately. The Board has determined that Ms. Ling is independent in accordance with applicable New York Stock Exchange and Toronto Stock Exchange rules and applicable securities laws. The Board has not determined at this time the committees, if any, to which Ms. Ling will be appointed.

Ms. Ling is the former Executive Vice President and Chief Human Resources Officer at American International Group, Inc. and, prior to that, at Allergan. She previously held senior human resources roles at Merck and Wyeth. Ms. Ling is currently a director and chair of the Compensation and Human Capital Management Committee of iRythym Technologies and has served on the Boards of Mallinckrodt Plc and TherapeuticsMD Inc. She also serves as a member of the Advisory Committee of Galderma. Additionally, Ms. Ling is a member of the board of two nonprofits: ExpandEd Schools and the JED Foundation. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law.

Ms. Ling will participate in the Company’s non-employee director compensation program and has entered into the Company’s standard form of director indemnification agreement.

Following the retirement of Mr. De Schutter in connection with the 2024 Annual Meeting, the size of the Board is expected to revert to ten members.

 

Item 7.01.

Regulation FD Disclosure.

On February 28, 2024, the Company issued a press release announcing the foregoing updates. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		    Description
99.1    Press Release, dated February 28, 2024.
104    Cover Page Interactive Data File (formatted as 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 + LOMB CORPORATION
By:  

/s/ Brenton L. Saunders

Name:   Brenton L. Saunders
Title:   Chairman and Chief Executive Officer

Date: February 28, 2024

Exhibit 99.1

 

LOGO

Bausch + Lomb Announces Appointment of Karen L. Ling to Board of Directors

Richard De Schutter to Retire from Board Following 2024 Annual Meeting

VAUGHAN, Ontario, Feb. 28, 2024 – Bausch + Lomb Corporation (NYSE/TSX: BLCO), a leading global eye health company dedicated to helping people see better to live better, today announced that Karen L. Ling has been appointed to its Board of Directors (the “Board”), effective immediately. Current director Richard De Schutter will retire from the Board effective as of the company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”). With Ms. Ling’s appointment, the Board has been temporarily expanded to 11 members and is expected to revert to 10 directors following the Annual Meeting.

“Since my return to the company, Richard has been a trusted advisor,” said Brent Saunders, chairman and CEO, Bausch + Lomb. “I join the rest of the Board in thanking him for his service, and wishing him well as he pursues his many other interests.”

Mr. Saunders continued, “With her extensive industry leadership experience and time as a public company director, Karen brings significant human capital management, corporate governance and shareholder engagement expertise to the organization. We’re confident her perspectives will be highly additive in the boardroom as Bausch + Lomb continues its evolution.”

Ms. Ling stated, “I have long admired Bausch + Lomb’s reputation in eye health, and am excited to join such a dynamic and innovative organization as it executes an ambitious global growth strategy. I look forward to helping the company deliver value for all stakeholders in 2024 and beyond.”

About Karen L. Ling

Ms. Ling is the former Executive Vice President and Chief Human Resources Officer at American International Group, Inc. and, prior to that, at Allergan. She previously held senior human resources roles at Merck and Wyeth. Ms. Ling is currently a director – and chair of the Compensation and Human Capital Management Committee – of iRythym Technologies and has served on the Boards of Mallinckrodt Plc and TherapeuticsMD Inc. She also serves as a member of the Advisory Committee of Galderma. Additionally, Ms. Ling is a member of the board of two nonprofits: ExpandEd Schools and the JED Foundation. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law.

###

About Bausch + Lomb

Bausch + Lomb is dedicated to protecting and enhancing the gift of sight for millions of people around the world – from birth through every phase of life. Its comprehensive portfolio of approximately 400 products includes contact lenses, lens care products, eye care products, ophthalmic pharmaceuticals, over-the-counter products and ophthalmic surgical devices and instruments. Founded in 1853, Bausch + Lomb has a significant global research and development, manufacturing and commercial footprint with approximately 13,000 employees and a presence in nearly 100 countries. Bausch + Lomb is headquartered in Vaughan, Ontario with corporate offices in Bridgewater, New Jersey. For more information, visit www.bausch.com and connect with us on X, LinkedIn, Facebook and Instagram.

Forward-looking Statements

This news release may contain forward-looking statements, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” 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. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in Bausch + Lomb’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 + Lomb 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.

Media Contact:

T.J. Crawford

tj.crawford@bausch.com

(908) 705-2851

Investor Contact:

George Gadkowski

george.gadkowski@bausch.com

(877) 354-3705 (toll free)

(908) 927-0735

© 2024 Bausch + Lomb.

 

 

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Feb. 27, 2024
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