Icahn-linked directors leave Bausch Health (NYSE: BHC) board after pact ends

Rhea-AI Filing Summary

Bausch Health Companies Inc. reported that its Director Appointment and Nomination Agreement with the Icahn Group, originally signed in February 2021, has terminated after the Icahn Group’s net long position in the company’s shares fell below the required threshold in that agreement. A related supplemental letter agreement dated May 20, 2025 also ended. Both terminations were effective August 14, 2025.

In connection with the end of the appointment and nomination agreement, Brett M. Icahn and Steven D. Miller resigned from Bausch Health’s board of directors on August 14, 2025. Mr. Miller also stepped down from the Board’s Audit and Risk Committee. The company states that their resignations did not result from any disagreement with Bausch Health. On August 15, 2025, the company issued a press release describing these matters.

Insights

Corporate governance and activism analyst

Bausch Health ends Icahn agreements and loses two Icahn-linked directors.

Bausch Health has allowed its Director Appointment and Nomination Agreement and a later supplemental letter with the Icahn Group to terminate after the Icahn Group’s net long position in the company’s shares fell below the contractual threshold. This formally ends a structured relationship that gave Icahn-affiliated investors board representation starting in March 2021.

Following the termination, Brett M. Icahn and Steven D. Miller, both Icahn Group appointees, resigned from the board effective August 14, 2025, with Mr. Miller also leaving the Audit and Risk Committee. The company specifies that these resignations did not arise from any disagreement with Bausch Health, which suggests an orderly conclusion tied to the position threshold rather than a dispute.

The change reduces direct Icahn Group influence over board decisions and audit oversight, and it opens at least two board seats for potential new appointees. Future company disclosures may outline how these vacancies are filled and whether board committee compositions are adjusted as a result.

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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

Date of Report (Date of earliest event reported): August 14, 2025

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

2150 St. Elzéar Blvd. West

Laval, Quebec

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 1.02 Termination of a Material Definitive Agreement.

In accordance with its terms, the Director Appointment and Nomination Agreement, dated as of February 23, 2021, by and among Bausch Health Companies Inc. (the “Company”) and Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp. (collectively, the “Icahn Group”) (the “Appointment and Nomination Agreement”) has terminated following the Icahn Group’s net long position in the Company’s shares falling below the required threshold in the Appointment and Nomination Agreement.

The supplemental letter agreement, dated as of May 20, 2025, by and among the Company and the Icahn Group (the “Letter Agreement”) has also terminated.

The termination of each of the Appointment and Nomination Agreement and Letter Agreement was effective as of August 14, 2025.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 14, 2025, Brett M. Icahn and Steven D. Miller resigned from the board of directors (the “Board”) of the Company in connection with the termination of the Appointment and Nomination Agreement. Messrs. Icahn and Miller were appointees of the Icahn Group and had been members of the Board since March 17, 2021. Mr. Miller served as a member of the Audit and Risk Committee of the Board until the time of his resignation. The resignations of Messrs. Icahn and Miller did not result from any disagreement with the Company.

Item 7.01 Regulation FD Disclosure

On August 15, 2025, the Company issued a press release announcing the matters set forth in Items 1.02 and 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in the preceding paragraph, as well as Exhibit 99.1 hereto, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release of the Company dated August 15, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)]

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.

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

Date: August 15, 2025

FAQ

What agreements between Bausch Health (BHC) and the Icahn Group have been terminated?

Bausch Health terminated the Director Appointment and Nomination Agreement dated February 23, 2021, and a related supplemental letter agreement dated May 20, 2025, with the Icahn Group. Both terminations became effective on August 14, 2025, after the Icahn Group’s net long position in Bausch Health shares fell below the threshold specified in the appointment and nomination agreement.

Why did the Icahn Group’s agreement with Bausch Health (BHC) end?

The Director Appointment and Nomination Agreement ended in accordance with its terms when the Icahn Group’s net long position in Bausch Health shares dropped below the required threshold stated in that agreement. This contractual trigger led to the automatic termination of both the original agreement and the later supplemental letter agreement.

Which Bausch Health (BHC) directors resigned and when did they leave the board?

Brett M. Icahn and Steven D. Miller resigned from Bausch Health’s board of directors on August 14, 2025. They were appointees of the Icahn Group and had served on the board since March 17, 2021. Mr. Miller also served on the Board’s Audit and Risk Committee until his resignation.

Did the resignations of Brett Icahn and Steven Miller involve any disagreement with Bausch Health (BHC)?

No. Bausch Health states that the resignations of Brett M. Icahn and Steven D. Miller from the board did not result from any disagreement with the company. Their departures are described as occurring in connection with the termination of the Director Appointment and Nomination Agreement.

How did Bausch Health (BHC) communicate these governance changes to the market?

On August 15, 2025, Bausch Health issued a press release describing the termination of the agreements with the Icahn Group and the related board resignations. This press release was furnished as Exhibit 99.1 and referenced under Item 7.01, meaning it is provided as information but not deemed filed for liability purposes under Section 18 of the Securities Exchange Act.

What board committee role was affected by the resignations at Bausch Health (BHC)?

Steven D. Miller served as a member of Bausch Health’s Audit and Risk Committee until his resignation on August 14, 2025. His departure affects the composition of that committee in addition to the overall board.