Icahn-linked directors exit Bausch + Lomb (NYSE: BLCO) as nomination deal ends

Rhea-AI Filing Summary

Bausch + Lomb Corporation reported that its Amended and Restated Director Appointment and Nomination Agreement with the Icahn Group terminated in accordance with its terms after the Icahn Group’s net long position in the common shares of Bausch + Lomb’s parent, Bausch Health Companies Inc., fell below a required threshold. The termination became effective on August 14, 2025.

On the same date, Brett Icahn and Gary Hu, who had joined the board in June 2022 as Icahn Group appointees, resigned from Bausch + Lomb’s board of directors. Mr. Hu also stepped down from the Audit and Risk Committee, the Talent and Compensation Committee, and the Science and Technology Committee. The company stated that their resignations did not result from any disagreement with Bausch + Lomb. On August 18, 2025, the company issued a press release summarizing these changes.

Insights

Corporate governance analyst

Governance pact with Icahn Group ends, two Icahn-linked directors resign without stated dispute.

The company states that its Director Appointment and Nomination Agreement with the Icahn Group terminated automatically once the Icahn Group’s net long position in the parent company, Bausch Health Companies Inc., fell below a specified threshold. This means the prior arrangement giving the Icahn Group board representation at Bausch + Lomb is no longer in effect as of August 14, 2025.

In connection with that termination, Brett Icahn and Gary Hu resigned from the board on the same date, and Mr. Hu left three key committees: Audit and Risk, Talent and Compensation, and Science and Technology. The company notes that their resignations did not arise from any disagreement with Bausch + Lomb, framing this as a contractual and ownership-driven change rather than a dispute-driven departure.

The filing also references a press release dated August 18, 2025 that publicly communicates these governance updates. Future company disclosures may outline how the board and affected committees are reconstituted, which will show the company’s post-Icahn Group governance structure.

0001860742FALSEBausch & Lomb Corp00018607422025-08-142025-08-14

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

August 14, 2025

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 1.02 Termination of a Material Definitive Agreement.

In accordance with its terms, the Amended and Restated Director Appointment and Nomination Agreement, dated as of June 21, 2022 (the “Director Appointment and Nomination Agreement”), by and among Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”) and Bausch + Lomb Corporation (“Bausch + Lomb”) has terminated following the Icahn Group’s net long position in the common shares of Bausch + Lomb’s parent company, Bausch Health Companies Inc., falling below the required threshold in the Director Appointment and Nomination Agreement. The termination of the Director Appointment and Nomination 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.

Effective August 14, 2025, Brett Icahn and Gary Hu resigned from the board of directors (the “Board”) of Bausch + Lomb in connection with the termination of the Director Appointment and Nomination Agreement. Messrs. Icahn and Hu were appointees of the Icahn Group and had been members of the Board since June 2022. Mr. Hu served as a member of the Audit and Risk Committee, the Talent and Compensation Committee and the Science and Technology Committee of the Board until the time of his resignation. The resignations of Messrs. Icahn and Hu did not result from any disagreement with Bausch + Lomb.

Item 7.01 Regulation FD Disclosure.

On August 18, 2025, Bausch + Lomb 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 August 18, 2025
104*						Cover Page Interactive Data File (formatted as Inline XBRL)

____________________________________

* Filed herewith.

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/ A. Robert D. Bailey
Name:			A. Robert D. Bailey
Title:			Executive Vice President and Chief Legal Officer

Date: August 18, 2025

FAQ

What governance change did Bausch + Lomb (BLCO) disclose in this 8-K?

Bausch + Lomb disclosed that its Director Appointment and Nomination Agreement with the Icahn Group terminated in accordance with its terms, and two Icahn Group appointees, Brett Icahn and Gary Hu, resigned from the board effective August 14, 2025.

Why did the agreement with the Icahn Group end at Bausch + Lomb (BLCO)?

The agreement ended because the Icahn Group’s net long position in the common shares of Bausch + Lomb’s parent company, Bausch Health Companies Inc., fell below a required threshold specified in the Director Appointment and Nomination Agreement.

Which directors resigned from Bausch + Lomb’s board and when?

Effective August 14, 2025, Brett Icahn and Gary Hu resigned from Bausch + Lomb’s board of directors. Both had served since June 2022 as appointees of the Icahn Group.

Did the Bausch + Lomb director resignations involve any disagreement with the company?

No. The filing states that the resignations of Brett Icahn and Gary Hu did not result from any disagreement with Bausch + Lomb.

What board committees did Gary Hu leave at Bausch + Lomb (BLCO)?

Upon his resignation, Gary Hu ceased serving on the Audit and Risk Committee, the Talent and Compensation Committee, and the Science and Technology Committee of Bausch + Lomb’s board.

How did Bausch + Lomb (BLCO) communicate these changes to the market?

Bausch + Lomb issued a press release dated August 18, 2025, announcing the termination of the Director Appointment and Nomination Agreement and the related board resignations, and furnished it as Exhibit 99.1.