8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of the earliest event reported): October 29, 2018

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)	(Commission File Number)	(I.R.S. Employer Identification Number)

2150 St. Elzéar Blvd. West, Laval, Québec, 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))

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 October 29, 2018, the board of directors (the “Board”) of Bausch Health Companies Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Andrew C. von Eschenbach as a director of the Board. Dr. von Eschenbach’s current term as director will expire at the Company’s 2019 annual shareholder meeting or upon his removal or resignation from the Board, whichever is earliest.

Since 2010, Dr. von Eschenbach has been the President of Samaritan Health Initiatives, Inc., a health care policy consultancy, and an Adjunct Professor at University of Texas MD Anderson Cancer Center. From September 2005 to January 2009, Dr. von Eschenbach served as Commissioner of the United States Food and Drug Administration (the “FDA”).  He was appointed Commissioner of the FDA after serving for four years as Director of the National Cancer Institute at the National Institutes of Health.  Dr. von Eschenbach earned a B.S. from St. Joseph’s University and a medical degree from Georgetown University School of Medicine in Washington, D.C. Dr. von Eschenbach, as a researcher, clinician and administrator, served for twenty six years at the University of Texas MD Anderson Cancer Center as Chairman of Urology, Director of the Prostate Cancer Research Program and Executive Vice President and Chief Academic Officer.

Dr. von Eschenbach will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices, as described in the Company’s Management Proxy Circular and Proxy Statement filed with the Securities and Exchange Commission on March 21, 2018. There are no arrangements or understandings between Dr. von Eschenbach and any other persons pursuant to which Dr. von Eschenbach was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Dr. von Eschenbach that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. von Eschenbach will serve as the chairperson of the Science and Technologies Committee of the Board.

A copy of the press release, dated October 30, 2018, announcing the appointment of Dr. von Eschenbach to the Board, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit Number	Description
99.1	Press Release announcing the appointment of Andrew C. von Eschenbach to the Board of the Company, dated October 30, 2018.

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 HEALTH COMPANIES INC.
By:	/s/  Christina Ackermann
	Name:	Christina Ackermann
	Title:	Executive Vice President and General Counsel

Date: October 31, 2018

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release announcing the appointment of Andrew C. von Eschenbach to the Board of the Company, dated October 30, 2018.

EX-99.1

Exhibit 99.1

Investor Contact:	Media Contact:
Arthur Shannon	Lainie Keller
arthur.shannon@bauschhealth.com	lainie.keller@bauschhealth.com
(514) 856-3855	(908) 927-0617
(877) 281-6642 (toll free)

DR. ANDREW C. VON ESCHENBACH JOINS BAUSCH HEALTH BOARD OF DIRECTORS

LAVAL, Quebec, October 30, 2018 – Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the “Company”) today announced its board of directors has elected Dr. Andrew C. von Eschenbach to serve as a director, effective Oct. 29, 2018. With the addition of Dr. von Eschenbach, Bausch Health has a total of 11 members on its board, 10 of whom are independent.

"I am pleased to welcome Dr. Andrew von Eschenbach to the Bausch Health board of directors," said Joseph C. Papa, chairman and CEO, Bausch Health. "Andy’s multiple roles throughout his distinguished career, ranging from his service as commissioner of the U.S. Food and Drug Administration and as director of the National Cancer Institute to his more than 25 years at the University of Texas MD Anderson Cancer Center, make him an invaluable addition to the board.”

Dr. von Eschenbach was appointed acting commissioner of the U.S. Food and Drug Administration in 2005, was later confirmed by the Senate as commissioner in 2006 and then held the role until his resignation in 2009. Prior to that, he served as director of the National Cancer Institute at the National Institutes of Health from 2002 to 2006. Dr. von Eschenbach also previously served as a physician, surgeon, oncologist and executive at the University of Texas MD Anderson Cancer Center from 1976 until 2002, and since 2009, he has continued to serve as an adjunct professor there. He also currently serves as president of Samaritan Health Initiative and as a senior fellow at the Milken Institute.

In 2006, Dr. von Eschenbach was named to the “Time 100,” the magazine’s annual list of the 100 most influential people to shape the world. Additionally, he was selected in both 2007 and 2008 as one of the Modern Healthcare/Modern Physician’s “50 Most Powerful Physician Executives in Healthcare.”

Dr. von Eschenbach earned a B.S. from St. Joseph’s University and a M.D. from Georgetown University. Following medical school, he served as a lieutenant commander in the U.S. Naval Medical Corps. He completed his residency at Pennsylvania Hospital in Philadelphia and served as an instructor in Urology at the University of Pennsylvania School of Medicine. He then completed a fellowship in Urologic Oncology at the University of Texas MD Anderson Cancer Center.

"Bausch Health is working to build a company focused on developing and delivering innovative medicines and treatments that help meet significant unmet medical needs of patients around the world," said Dr. von Eschenbach. "I look forward to helping guide the company in its transformation."

About Bausch Health

Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health. More information can be found at www.bauschhealth.com.

Forward-looking Statements

This news release may contain forward-looking statements, which may generally be identified by the use of the words "anticipates," “is working to build”, "expects," "intends," "plans," "should," "could," "would," "may," "will," "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, risks and uncertainties discussed in the Company's most recent annual or quarterly report and detailed from time to time in the Company's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. In addition, certain material factors and assumptions have been applied in making these forward-looking statements, including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable, but 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.

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