8-K 1 a-9922compensatoryarrangem.htm 8-K Document

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
September 9, 2022
Date of report (Date of earliest event reported)
 Bausch Health Companies Inc.
(Exact name of registrant as specified in its charter)
British Columbia,Canada001-1495698-0448205
(State or other jurisdiction of incorporation)(Commission file number)(IRS Employer Identification No.)
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, No Par ValueBHCNew York Stock ExchangeToronto 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
In order to retain and incentivize certain members of the Company’s senior leadership team who are critical to positioning the Company for long-term future growth, on September 5, 2022, the Talent and Compensation Committee of the Board of Directors approved a retention program for certain executive officers.

Under the retention program, certain of our executive officers were granted a one-time award of restricted stock units (the “Retention RSU Grant”) under to the Company’s Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”). Tom Vadaketh, our Chief Financial Officer, received a Retention RSU grant with an aggregate grant value of $2,150,000. The Retention RSU Grant will generally vest in 1/3 installments on each of the first three anniversaries of the grant date based on continuous employment with the Company (except the Retention Grant will fully vest earlier upon the executive’s termination of employment due to death, disability, involuntary termination without “cause” or resignation for “good reason”).





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.

Date: September 9, 2022
 
BAUSCH HEALTH COMPANIES INC.
 By:
/s/ Seana Carson
Name: Seana Carson
Title: Executive Vice President, General Counsel