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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):
July 15, 2024
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 15, 2024, the Board
of Directors (the “Board”) of Bausch Health Companies Inc. (the “Company”) appointed Jean-Jacques Charhon as the
Company’s Executive Vice President and Chief Financial Officer, effective as of August 19, 2024. John S. Barresi, who has served
as the Company’s interim Chief Financial Officer since October 2023, will no longer act in this capacity and will continue in his
role as Senior Vice President, Controller and Chief Accounting Officer.
Prior to joining the Company,
Mr. Charhon, age 59, served as Executive Vice President and Chief Financial Officer at Signant Health from April 2021 through August 2024.
Prior to his service with Signant Health, he served as Executive Vice President and Chief Financial Officer for Laureate Education from
January 2018 through April 2021. Prior to his service with Laureate Education, Mr. Charhon held financial leadership roles with public
and private companies such as General Electric, Hewlett Packard, Novartis and Purdue Pharma. Mr. Charhon graduated from the Universite
Libre de Bruxelles – Solvay Business School in 1988 with a master’s degree in business administration.
In connection with Mr. Charhon’s
appointment, on July 15, 2024, the Company entered into an employment agreement with Mr. Charhon (the “Employment Agreement”),
which provides for an initial three-year term of employment that automatically renews for successive one-year periods, unless either the
Company or Mr. Charhon provides earlier timely notice not to renew the employment term. Under the Employment Agreement, Mr. Charhon will
receive an annual base salary of $700,000, will be eligible to receive an annual cash bonus with a target value of 60% of his base salary
(the “Target Bonus”) and, for 2025, will be eligible to receive annual equity grants with a targeted aggregate grant date
value of approximately $3,000,000 (delivered in a mix of awards consistent with those provided to similarly situated executives of the
Company). In consideration for the compensation Mr. Charhon will forfeit by leaving his current employer, Mr. Charhon will also receive
a one-time sign-on cash bonus of $300,000 payable within 30 days of his start date (the “Sign-On Bonus”) and a one-time sign-on
equity grant with an aggregate grant date fair value of $3,500,000 to be delivered 50% in the form of time-based restricted stock units
(“Sign-on RSUs”) and 50% in the form of performance-based restricted stock units, each granted under the Company’s 2014
Omnibus Incentive Plan (as amended and restated, effective as of May 14, 2024). If Mr. Charhon voluntarily resigns without “good
reason” or is terminated for “cause” (as each such term is defined in the Employment Agreement), at any time within
the first two years of the commencement of his employment, Mr. Charhon will be required to repay the after-tax amount of the Sign-On Bonus
to the Company. In the event Mr. Charhon’s employment is terminated by the Company without “cause” or Mr. Charhon resigns
for “good reason” (each as defined in the Employment Agreement) during the term of his Employment Agreement, then Mr. Charhon
will be entitled to receive (i) a lump sum cash severance payment equal to 1x (or (A) 1.5x if the termination occurs on or before December
31, 2024 or (B) 2x if the termination occurs in contemplation of a “change in control” or within 12 months thereafter) the
sum of his (x) annual base salary and (y) Target Bonus, (ii) payment of a pro-rata annual cash bonus for the year of termination, subject
to actual achievement of the performance goals (or pro-rata Target Bonus for the year of termination if such termination occurs in contemplation
of a “change in control” or within 12 months thereafter), (iii) acceleration of the unvested portion of the Sign-On RSUs and
(iv) COBRA continuation benefits through the first anniversary of his termination date (or the 18-month anniversary of his termination
date if such termination occurs (x) on or before December 31, 2024 or (y) in contemplation of a “change in control” or within
12 months thereafter). The payment of any such severance is subject to Mr. Charhon’s execution and non-revocation of a release of
claims. In addition, pursuant to the Employment Agreement, Mr. Charhon is subject to non-compete, non-solicit, non-disparagement and confidentiality
restrictions.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal period ending
September 30, 2024.
There is no family relationship
between Mr. Charhon and any other executive officer or director of the Company, and there is no arrangement or understanding with any
other person under which he was appointed. There are no transactions to which the Company or any of its subsidiaries is a party and in
which Mr. Charhon has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
In recognition of Mr.
Barresi’s ongoing critical role to the Company’s continued success, the Talent and Compensation Committee of the Board
(the “Committee”) granted Mr. Barresi a one-time long-term retention award of $350,000 to be delivered in the form of
time-based restricted stock units (the “Retention RSU Grant”), effective as of July 18, 2024. The Retention RSU Grant
will generally vest in 1/3 installments on each of the first three anniversaries of the grant date based on his continuous
employment with the Company (except the Retention RSU Grant will fully vest earlier upon Mr. Barresi’s termination of
employment due to death or disability and will vest on a pro-rata basis upon Mr. Barresi's involuntary termination by the Company
without “cause”). The Committee also determined that the enhanced severance set forth in Mr. Barresi’s offer
letter dated as of September 26, 2023 (the “Offer Letter”) would remain in effect through December 31, 2025 (rather than
December 31, 2024, as set forth in the Offer Letter). In addition, the bi-weekly $5,000 stipend set forth in the Offer Letter is
being extended until September 30, 2024. All other terms set forth in the Offer Letter remain the same.
Item 7.01. Regulation FD Disclosure.
On July 19, 2024, the Company
issued a press release announcing the appointment of Mr. Charhon which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press Release by Bausch Health Companies Inc., dated July 19, 2024 |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_____________________
* Filed herewith.
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: July 19, 2024
Exhibit 99.1
Investor Contact: |
Media Contact: |
Garen Sarafian |
Katie Savastano |
ir@bauschhealth.com |
corporate.communications@bauschhealth.com |
(877) 281-6642 (toll free) |
(908) 569-3692 |
Bausch
Health Welcomes Two New Members to the Executive Leadership Team
LAVAL,
Quebec, July 19, 2024 – Bausch Health Companies Inc. (NYSE/TSX: BHC) today announced the appointment of two new members to its
Executive Leadership Team (ELT).
| · | Jean-Jacques
Charhon (“JJ”) will join the company as Chief Financial Officer on August 19,
2024. JJ has over 25 years of experience in financial leadership roles with public and private
companies across healthcare, high tech and services, primarily at General Electric, Hewlett
Packard, Novartis and Purdue Pharma. Upon JJ’s arrival, John Barresi, the Company’s
Interim Chief Financial Officer, will resume his role as SVP, Controller. |
| · | Aimee
Lenar joined the company on July 15, 2024 as Executive Vice President, US Pharma. Aimee’s
new role includes leadership of Salix Pharmaceuticals, Bausch Health’s gastroenterology
(GI) business, as well as Neurology, Generics, Market Access and Commercial Operations. Aimee
brings over 20 years of experience in the pharmaceutical industry, most recently as Head
of US Prescription Medicine at Galderma. |
“We
are delighted to welcome JJ and Aimee to our ELT. They are both proven leaders bringing extensive experience and expertise to their respective
roles that will drive our transformation and achieve our ambition to be a globally integrated and innovative healthcare company, trusted
and valued by patients, HCPs, employees, and investors.” said CEO, Thomas J. Appio. “I want to thank John Barresi for all
his hard work and dedication as he stepped in as Interim Chief Financial Officer along with his other responsibilities. I am grateful
to have John on the team; he is an integral part of our Financial Leadership Team.”
About
Jean-Jacques Charhon
On
August 19, 2024, JJ will join the Company from Signant Health where he was Executive Vice President and Chief Financial Officer and was
primarily responsible for financial planning and analysis, accounting & controllership, treasury, tax and procurement. JJ has over
25 years of experience in financial leadership roles with public and private companies such as General Electric, Hewlett Packard, Novartis
and Purdue Pharma. JJ is passionate about driving business enablement through the finance function for both strategy shaping and operational
execution. JJ holds a master’s degree in business administration from the Solvay School of Management in Brussels, Belgium.
About
Aimee Lenar
Aimee
joined the Company from her most recent role as Head of US Prescription Medicine at Galderma. At Galderma, Aimee was responsible for
sales, marketing, market access, and business analytics, overseeing both a portfolio of established prescription products and a new immunology
asset. Prior to this role, Aimee held leadership roles with AbbVie and Allergan, where she served most recently as a VP and General Manager
of CNS. Prior to this role, she was VP Gastroenterology at AbbVie for over 5 years. Aimee has a proven track record across several roles
and brings a wealth of marketing and sales execution to Bausch Health. Aimee holds a master’s degree in public health from Emory
University.
About Bausch Health
Bausch Health Companies
Inc. (NYSE/TSX: BHC) is a global diversified pharmaceutical company enriching lives through our relentless drive to deliver better health
care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology,
international pharmaceuticals and eye health, through our controlling ownership of Bausch + Lomb Corporation. Our ambition is to be a
globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information, visit www.bauschhealth.com
and connect with us on 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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