Item 1.01. Entry into a Material Definitive Agreement
On June 21, 2022, Bausch + Lomb Corporation (the "Company") entered into an
amended and restated Director Appointment and Nomination Agreement (as amended
and restated, the "Icahn Agreement"), between the Company and Carl C. Icahn and
the persons and entities listed therein (collectively, the "Icahn Group"). Prior
to the amendment and restatement, the Icahn Agreement provided that the Company
agreed to, among other things, appoint to the Board of Directors of the Company
(the "Board") two individuals identified by the Icahn Group and reasonably
acceptable to the Company as soon as practicable following the written election
of the Icahn Group after the consummation of the previously announced
distribution by Bausch Health Companies Inc. ("Bausch Health") of approximately
80% of the Company's common shares to existing Bausch Health shareholders (the
"Distribution"). As amended and restated, the Icahn Agreement provides that the
Icahn Group is permitted to appoint two individuals to the Board immediately.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Icahn Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On June 21, 2022, in connection with the amendment and restatement of the Icahn
Agreement, the size of the Board was increased to ten and Brett Icahn and Gary
Hu were appointed to the Board, effective immediately. The Board has not
determined at this time the committees, if any, to which either Mr. Icahn or Mr.
Hu will be appointed.
Mr. Icahn has been a portfolio manager for Icahn Capital LP since October 2020.
Icahn Capital LP is a subsidiary of Icahn Enterprises L.P., a diversified
holding company engaged in a variety of businesses, including investment,
automotive, energy, food packaging, metals, real estate and home fashion. Mr.
Icahn has held a variety of investment advisory roles at Icahn Enterprises L.P.
since 2002, including as an investment strategy consultant from 2017 to October
2020, and as portfolio manager of the Sargon Portfolio from 2010 to 2017. Mr.
Icahn has served on the board of Bausch Health since March 2021 (where he serves
on the Finance and Transactions and Special Transactions Committees), and has
also served on the board of Icahn Enterprises L.P., a private entity since
October 2020. He has also been a director of Newell Brands Inc., a publicly
traded global marketer of consumer and commercial products, since March 2018 and
Dana Inc., a supplier of automotive products and services, since January 2022.
Mr. Icahn was previously a director of Nuance Communications, Inc., a provider
of voice and language solutions, from October 2013 to March 2016. Mr. Icahn also
previously served on the boards of American Railcar Industries, Inc., Take-Two
Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari
Corporation. Mr. Icahn received a B.A. from Princeton University.
Mr. Hu has been a portfolio manager for Icahn Capital LP since October 2020.
Prior to joining Icahn Capital LP, Mr. Hu held a variety of investment
management roles from August 2012 to June 2020 at Silver Point Capital LP, a
credit-focused investment firm, and from August 2010 to July 2012 at Stockbridge
Investors, the public securities affiliate of Berkshire Partners LLC. Mr. Hu has
served on the boards of Dana Incorporated since January 2022. He was previously
on the boards of Occidental Petroleum Corporation from February 2021 to March
2022 and Cloudera Inc. from January 2021 to October 2021. Mr. Hu graduated from
the University of Pennsylvania with a B.S. Econ in Finance and Accounting from
The Wharton School and a B.A.S. in Computer Science from the School of
Engineering and Applied Science.
Neither Mr. Icahn nor Mr. Hu is a party to any related party transaction
reportable under Item 404(a) of Regulation S-K. Mr. Icahn and Mr. Hu will
participate in the Company's non-employee director compensation program, which
is described in the Company's final prospectus relating to the Company's
registration statement on Form S-1, dated May 5, 2022 and filed with the U.S.
Securities and Exchange Commission on May 6, 2022.
A copy of the press release, dated June 23, 2022, announcing the appointments of
Mr. Icahn and Mr. Hu 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
10.1 Amended and Restated Director Appointment and Nomination Agreement
between Bausch + Lomb Corporation and the Icahn Group dated as of June
99.1 Press Release announcing the election of Brett Icahn and Gary Hu,
dated June 23, 2022
104 The cover page from this Current Report on Form 8-K, formatted in
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