UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Bausch + Lomb Corporation (the “Company”) held on Monday, April 24, 2023, the Company’s shareholders approved an amendment and restatement of the Company’s 2022 Omnibus Incentive Plan (the “Omnibus Plan”) to increase the number of common shares of the Company (“Common Shares”) authorized for issuance under the Omnibus Plan by an additional 10,000,000 Common Shares. The amendment and restatement of the Omnibus Plan had previously been approved by the Company’s Board of Directors, subject to shareholder approval.
The principal features of the Omnibus Plan are described in detail under “Proposal 4 - Approval of an Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to Increase the Number of Common Shares Authorized for Issuance Thereunder” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission and the Canadian Securities Administrators on March 13, 2023 (the “Proxy Statement”). The full text of the Omnibus Plan, including the amendment and restatement, is attached as Appendix B to the Proxy Statement.
For the purposes of Toronto Stock Exchange (“TSX”) approval with respect to the amendment and restatement of the Omnibus Plan, the Company relied on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible inter-listed issuers on a recognized exchange, such as the New York Stock Exchange.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company voted on the following five proposals, each of which is described in detail in the 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, to serve until the close of the Company’s 2024 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal:
| For | Against | Broker Non-Votes | ||||||||||
| Nathalie Bernier |
344,100,848 | 124,733 | 2,315,925 | |||||||||
| Richard U. De Schutter |
344,094,979 | 130,602 | 2,315,925 | |||||||||
| Gary Hu |
344,016,782 | 208,799 | 2,315,925 | |||||||||
| Brett Icahn |
344,072,707 | 152,874 | 2,315,925 | |||||||||
| Sarah B. Kavanagh |
343,989,666 | 235,915 | 2,315,925 | |||||||||
| John A. Paulson |
344,095,439 | 130,142 | 2,315,925 | |||||||||
| Russel C. Robertson |
344,098,056 | 127,525 | 2,315,925 | |||||||||
| Thomas W. Ross, Sr. |
340,211,351 | 4,014,230 | 2,315,925 | |||||||||
| Brenton L. Saunders |
342,408,245 | 1,817,336 | 2,315,925 | |||||||||
| Andrew C. von Eschenbach |
343,985,915 | 239,666 | 2,315,925 | |||||||||
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 Proxy Statement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 338,615,408 | 5,599,325 | 10,848 | 2,315,925 |
Proposal No. 3: Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The shareholders approved, on a non-binding advisory basis, the frequency of the shareholder vote to approve the compensation of the Company’s Named Executive Officers as described in the Proxy Statement as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 341,717,168 | 1,808 | 2,501,898 | 4,707 | 2,315,925 |
In light of the voting results with respect to the shareholders’ advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers (the “say-on-frequency proposal”), and in accordance with the recommendation of the Company’s Board of Directors, the Company will hold future advisory votes on the compensation of the Company’s Named Executive Officers on an annual basis until the next shareholder advisory vote on the say-on-frequency proposal.
Proposal No. 4: Approval of an Amendment and Restatement of the Company’s 2022 Omnibus Incentive Plan to Increase the Number of Common Shares Authorized for Issuance Thereunder. The shareholders approved an amendment and restatement of the Company’s 2022 Omnibus Incentive Plan.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 334,690,271 | 9,528,109 | 7,201 | 2,315,925 |
Proposal No. 5: 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 2024 Annual Meeting of Shareholders and authorized the Company’s Board of Directors to fix the auditors’ remuneration.
| For |
Withheld | |
| 346,413,418 | 128,088 |
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 & Chief Legal Officer | |
Date: April 26, 2023