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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 the earliest event reported): September 18, 2023
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)
(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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2023, Tom Vadaketh informed Bausch
Health Companies Inc. (the “Company”) of his decision to resign as the Executive Vice President, Chief Financial Officer of
the Company. Mr. Vadaketh will depart the Company effective October 13, 2023 to pursue another opportunity. During his remaining period
of employment, Mr. Vadaketh will continue to serve as the Company’s Chief Financial Officer, in order to support a seamless transition.
Mr. Vadaketh’s resignation was not because
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting
principles, practices and disclosures.
The Company has initiated a search for a permanent
Chief Financial Officer. If a permanent replacement is not in place at the time that Mr. Vadaketh ceases to be the Chief Financial Officer,
then, effective at such time, John S. Barresi, who is currently serving as the Company’s Senior Vice President, Controller and Chief
Accounting Officer, will assume the additional role of interim Chief Financial Officer. Mr. Barresi has more than 15 years of experience
as a corporate finance executive.
Mr. Barresi’s biographical information is
set forth in the Company’s Form 8-K filed with the SEC on May 31, 2022, and such information is incorporated herein by reference.
No family relationships exist between Mr. Barresi and any of the Company’s directors or other executive officers. There are no other
arrangements between Mr. Barresi and any other person pursuant to which Mr. Barresi was selected as an officer, nor are there any transactions
to which the Company is or was a participant and in which Mr. Barresi has a material interest subject to disclosure under Item 404(a)
of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On September 18, 2023, the Company issued a press
release announcing the resignation of Mr. Vadaketh. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated
herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, or the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any
filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained
in such filing, unless otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”)
including, but not limited to, statements relating to the Company’s succession plan for its chief financial officer position. Forward-looking
statements may generally be identified by the use of the words “anticipates,” “hopes,” “expects,”
“intends,” “plans,” “should,” “could,” “would,” “will,” “may,”
“believes,” “estimates,” “potential,” “target,” or “continue” and variations
or similar expressions, and phrases or statements that certain actions, events or results may, could, should or will be achieved, received
or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements
are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but
are not limited to, the risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission
and the Canadian Securities Administrators, which factors are incorporated herein by reference. Additional information regarding certain
of these material factors and assumptions may be found in the Company’s filings described above. The Company believes that the material
factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but readers are cautioned not
to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof.
The Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date
of this Current Report on Form 8-K or to reflect actual outcomes, unless required by law. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
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: September 18, 2023
Exhibit 99.1
Investor Contacts: |
Media Contact: |
John O’Connor |
Kevin Wiggins |
ir@bauschhealth.com |
corporate.communications@bauschhealth.com |
(908) 541-2973 |
(908) 927-1198 |
|
|
Mark Maico |
|
ir@bauschhealth.com |
|
(908) 541-2102 |
|
(877) 281-6642 (toll free) |
|
BAUSCH HEALTH ANNOUNCES CFO TRANSITION PLAN
LAVAL, Quebec, Sept. 18, 2023 - Bausch Health Companies Inc.
(NYSE/TSX: BHC) (“BHC” or the “Company”) today announced that Tom Vadaketh, Executive Vice President, Chief
Financial Officer, has resigned from his role to pursue another opportunity, and will be leaving the Company effective October 13,
2023. The Company thanks Mr. Vadaketh for his significant contributions and leadership during a period of transition at the
Company.
A formal search process to identify Mr. Vadaketh’s permanent replacement
has been initiated.
If a permanent replacement is not in place at the time of Mr. Vadaketh’s
departure, the Company intends to appoint John S. Barresi, who is currently serving as the Company’s Senior Vice President, Controller
and Chief Accounting Officer, to the role of interim Chief Financial Officer. Mr. Barresi has more than 15 years of experience as a corporate
finance executive.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global diversified
pharmaceutical company whose mission is to improve people’s lives with our healthcare products. We develop, manufacture and market
a range of products primarily in gastroenterology, hepatology, neurology, dermatology, international pharmaceuticals and eye health, through
our controlling ownership interest in Bausch + Lomb Corporation. With our leading durable brands, we are delivering on our commitments
as we build an innovative company dedicated to advancing global health. For more information, visit www.bauschhealth.com
and connect with us on Twitter and LinkedIn.
Forward-looking Statements
This news release contains forward-looking information and statements,
within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited
to, statements relating to the Company’s succession plan for its chief financial officer position. Forward-looking statements may
generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,”
“plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,”
“potential,” “target,” or “continue” and variations or similar expressions, and phrases or statements
that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result, and similar
such expressions also identify forward-looking information. These forward-looking statements are based upon the current expectations and
beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those
described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties
discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other
filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are
incorporated herein by reference. Additional information regarding certain of these material factors and assumptions may be found in the
Company’s filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking
statements are reasonable in the circumstances, but readers are cautioned not to place undue reliance on any of these forward-looking
statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these
forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless
required by law.
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Bausch Health Companies (NYSE:BHC)
過去 株価チャート
から 4 2024 まで 5 2024
Bausch Health Companies (NYSE:BHC)
過去 株価チャート
から 5 2023 まで 5 2024