Shareholders of Bausch Health (NYSE: BHC) approve directors, pay and PwC

Rhea-AI Filing Summary

Bausch Health Companies Inc. reported results of its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected all nominated directors, including new director Eiry W. Roberts, M.D., to serve until the 2027 annual meeting or earlier resignation or removal.

Shareholders also approved, on a non-binding advisory basis, the compensation of the Named Executive Officers as described in the company’s proxy materials. In addition, they appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm through the 2027 annual meeting and authorized the board to set the auditors’ remuneration.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay For votes: 189,432,400 votes Say-on-pay Against votes: 9,588,417 votes Say-on-pay Abstain votes: 537,614 votes +5 more

8 metrics

Say-on-pay For votes 189,432,400 votes Advisory vote approving executive compensation

Say-on-pay Against votes 9,588,417 votes Advisory vote on executive compensation

Say-on-pay Abstain votes 537,614 votes Advisory vote on executive compensation

Broker non-votes on say-on-pay 79,859,605 votes Advisory vote on executive compensation

Auditor appointment For votes 276,774,936 votes Appointment of PricewaterhouseCoopers LLP as auditors

Auditor appointment Withheld votes 2,643,100 votes Appointment of PricewaterhouseCoopers LLP as auditors

For votes for Eiry W. Roberts, M.D. 196,972,752 votes Election as new director

Withheld votes for Eiry W. Roberts, M.D. 2,585,679 votes Election as new director

Key Terms

Broker Non-Votes, non-binding advisory basis, Named Executive Officers, independent registered public accounting firm, +1 more

5 terms

Broker Non-Votes financial

"Name | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"The shareholders approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Named Executive Officers financial

"the compensation of the Company’s Named Executive Officers as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"Appointment of the Independent Registered Public Accounting Firm."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Management Proxy Circular regulatory

"each of which is described in detail in the Company’s Management Proxy Circular"

A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.

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Understanding 8-K Material Events →

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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

MAY 19, 2026

Date of report (Date of earliest event reported)

 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)

(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 class			Trading Symbol(s)			Name of each exchange on which registered
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 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2026, Bausch Health Companies Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s Management Proxy Circular and Proxy Statement. The results of each matter voted upon are as follows:

Proposal No. 1: Election of Directors. The shareholders elected the following individuals to the Company’s Board of Directors, including Eiry W. Roberts, M.D., who was elected as a new director, to serve until the close of the Company’s 2027 Annual Meeting of Shareholders, until their successors are duly elected or appointed, or until such director’s earlier resignation or removal:

Name						For						Withheld						Broker Non-Votes
Thomas J. Appio						196,814,621						2,743,810						79,859,606
Christian A. Garcia						196,711,908						2,846,523						79,859,606
Michael Goettler						196,757,828						2,800,603						79,859,606
Sarah B. Kavanagh						188,459,870						11,098,561						79,859,606
Frank D. Lee						183,885,617						15,672,814						79,859,606
Sandra Leung						195,931,772						3,626,659						79,859,606
John A. Paulson						196,214,806						3,343,625						79,859,606
Robert N. Power						186,236,066						13,322,365						79,859,606
Eiry W. Roberts, M.D.						196,972,752						2,585,679						79,859,606
Amy B. Wechsler, M.D.						195,813,955						3,744,476						79,859,606

Proposal No. 2: Advisory Vote on Executive Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement.

For						Against						Abstain						Broker Non-Votes
189,432,400						9,588,417						537,614						79,859,605

Proposal No. 3: Appointment of the Independent Registered Public Accounting Firm. The shareholders appointed PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2027 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.

For						Withheld
276,774,936						2,643,100

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: May 19, 2026

			BAUSCH HEALTH COMPANIES INC.
By:			/s/ Seana Carson
			Seana Carson
			Executive Vice President, General Counsel

FAQ

What did Bausch Health (BHC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing directors, approving executive compensation on an advisory basis, and appointing auditors. All director nominees were elected, say-on-pay passed, and PricewaterhouseCoopers LLP was appointed as independent auditors through the 2027 annual meeting with board authority over remuneration.

Were all Bausch Health (BHC) director nominees elected in 2026?

Yes, all nominated directors were elected, including new director Eiry W. Roberts, M.D. Each nominee received more votes “For” than “Withheld,” with substantial broker non-votes reported, and will serve until the close of the 2027 Annual Meeting of Shareholders or earlier resignation or removal.

How did Bausch Health shareholders vote on executive compensation in 2026?

Shareholders approved Bausch Health’s executive compensation on a non-binding advisory basis. The vote totaled 189,432,400 “For,” 9,588,417 “Against,” and 537,614 “Abstain,” with 79,859,605 broker non-votes, supporting the compensation structure disclosed in the company’s proxy materials for Named Executive Officers.

Which audit firm did Bausch Health (BHC) shareholders appoint for 2027?

Shareholders appointed PricewaterhouseCoopers LLP as Bausch Health’s independent registered public accounting firm. The appointment received 276,774,936 votes “For” and 2,643,100 “Withheld,” and the board of directors was authorized to fix the auditors’ remuneration for the term through the 2027 annual meeting.

Did Bausch Health (BHC) add any new directors at the 2026 meeting?

Yes, shareholders elected Eiry W. Roberts, M.D. as a new director. Her election received 196,972,752 votes “For” and 2,585,679 “Withheld,” along with 79,859,606 broker non-votes, and she will serve until the close of the 2027 annual meeting or earlier departure.

Filing Exhibits & Attachments

3 documents

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