Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Commencement of Chief Executive Officer Search
On July 20, 2022, Bausch + Lomb Corporation (the "Company") announced that the
board of directors (the "Board") of the Company had begun a search for a new
Chief Executive Officer. Joseph C. Papa will continue serving as Chief Executive
Officer until his successor is appointed (such period, the "Interim Period").
During the Interim Period, Mr. Papa will continue to receive the same
compensation and benefits and remain eligible to continue to vest in his equity
awards. In connection with the foregoing, the Company and Mr. Papa entered into
a separation agreement (the "Separation Agreement"), which provides the terms of
Mr. Papa's separation from the Company following the Interim Period. Consistent
with Mr. Papa's employment agreement, the Separation Agreement provides for a
lump sum cash payment equal to two times the sum of Mr. Papa's current base
salary and target annual bonus, earned but unpaid annual bonus for the year
prior to his termination date, a pro-rata annual bonus based on actual
performance, and continued health benefits for two-years at active employee
rates. The treatment of Mr. Papa's equity awards will be consistent with their
terms for a termination due to retirement and, for Mr. Papa's B+L program
separation performance share units, by the Company without cause, except that
Mr. Papa's founder grants that were issued in May 2022 in the form of restricted
stock units will vest upon his termination of service date (pro rated based on
his period of service relative to the original three year vesting period
associated with such grants) but the shares received upon settlement will remain
fully restricted and nontransferable until the earliest to occur of the
distribution date, a change in control, the date the Board determines that the
Company will no longer pursue a distribution, and the two-year anniversary
Mr. Papa's termination of service date (such applicable date, the "Unrestricted
Date"), and the founder grants that were issued in May 2022 in the form of stock
options will remain eligible to vest (pro rated based on his period of service
relative to the original three year vesting period associated with such grants)
upon the Unrestricted Date and exercisable for two years following the
Unrestricted Date. If Mr. Papa's termination of employment date occurs prior to
November 5, 2022, he will continue to provide consulting services to the Company
through November 5, 2022. The Company will reimburse Mr. Papa for an amount up
to twenty thousand dollars in legal fees incurred by Mr. Papa in connection with
the negotiation of the Separation Agreement. All of the foregoing is conditioned
on Mr. Papa's execution and nonrevocation of a release of claims upon his
termination of employment and continued compliance with his restrictive
covenants, which include non-competition, non-solicitation, confidentiality and
non-disparagement covenants.
The foregoing is a summary description of certain terms of the Separation
Agreement and, by its nature, is incomplete. It is qualified in its entirety by
the full text of the Separation Agreement, a copy of which will be filed with
the Company's Quarterly Report on Form 10-Q for the three months ending
September 30, 2022.
Reconstitution of Board Committees and Appointment of Chairperson
The Board approved the reconstitution of the membership of the committees of the
Board as set forth below and appointed a new Chairperson of the Board:
• Chairperson: Thomas W. Ross, Sr.
• Audit and Risk Committee: Sarah B. Kavanagh (Chairperson), Russel C.
Robertson, Nathalie Bernier and Gary Hu
• Talent and Compensation Committee: Richard U. De Schutter (Chairperson),
Thomas W. Ross, Sr., Russel C. Robertson and Gary Hu
• Nominating and Corporate Governance Committee: Thomas W. Ross, Sr.
(Chairperson), Andrew C. von Eschenbach, Sarah B. Kavanagh, Brett Icahn
and John A. Paulson
Item 7.01 Regulation FD Disclosure.
On July 20, 2022, the Company issued a press release announcing the commencement
of its search for a new Chief Executive Officer and certain other information,
including the reaffirmation of the Company's previously announced guidance for
the fiscal year ending December 31, 2022. 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.
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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
Number Description
99.1 Press Release dated July 20, 2022
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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"), which may generally be identified by the use of
the words "anticipates," "expects," "intends," "should," "could," "would,"
"may," "believes," "target," or "continue" and positive and negative 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. Forward-looking statements include statements regarding the
Company's future prospects and performance, including the Company's 2022
full-year guidance, the anticipated spin-off of the Company from Bausch Health
Companies Inc. and the timing thereof, details of the Company's product
pipeline, details regarding Mr. Papa's separation from the Company, and
expectations on factors which may or may not impact cash flow from operations in
future quarters. These forward-looking statements, including the Company's
full-year guidance, are based upon the current expectations and beliefs of
management and are provided for the purpose of providing additional information
about such expectations and beliefs, and readers are cautioned that these
statements may not be appropriate for other purposes. These forward-looking
statements 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 ("SEC") and the Canadian Securities
Administrators (the "CSA") (including the Company's final prospectus as filed
with the SEC on May 5, 2022 pursuant to Rule 424(b)(4) under the Securities Act
of 1933, as amended, relating to the Company's Registration Statement on Form
S-1 and the Company's supplemented PREP prospectus as filed with the CSA on
May 5, 2022), which factors are incorporated herein by reference.
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