Bausch & Lomb Corp
For the period ended May 21, 2025. Filed Apr 10, 2025.
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May 21, 2025 · Filed Apr 10, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Message from the Chairman of the Board and Chief Executive Officer
April 10, 2025 Dear Shareholders: 2024 was defined by a relentless focus on selling and operational excellence, with impressive results that support our strategy. We delivered 16 percent reported revenue growth and 17 percent constant currency revenue growth(1) for the full year thanks to seamless execution of new product launches and strengthening leadership in key categories including dry eye. We also significantly enhanced R&D capabilities and reloaded our pipeline, positioning the company for success in the near- and long-term. Innovation is once again core to who we are. I encourage you to learn more about our 2024 performance by visiting the Investors section of www.bausch.com, and to attend Bausch + Lomb’s Annual Meeting of Shareholders on Wednesday, May 21, 2025, at 10:30 a.m. (Eastern Daylight Time). We will once again conduct the meeting in an exclusively virtual format via live webcast, which we believe will facilitate broader shareholder attendance and participation.Details on the meeting, including how to vote, follow. We appreciate your continued support of Bausch + Lomb, and I look forward to accelerating our progress in 2025 thanks to the efforts of more than 13,000 talented colleagues around the world. Sincerely, Brenton L. Saunders Chairman of the Board and Chief Executive Officer
| (1) | Constant currency revenue growth is a non-GAAP ratio - see Appendix B for more information on non-GAAP financial measures and ratios. |
2025 PROXY STATEMENT 1
Notice of Annual Meeting of Shareholders
To the Shareholders of Bausch + Lomb Corporation:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Meeting”) of Bausch + Lomb Corporation (the “Company,” “we” or “our”), will be conducted in an exclusively virtual format atwww.virtualshareholdermeeting.com/BLCO2025 at 10:30 a.m. Eastern Daylight Time, on Wednesday, May 21, 2025, for the following purposes:
| Proposals | Board VoteRecommendation | For FurtherDetails | ||||
| 1 | to elect ten directors to serve on the Company’s board of directors (the “Board”) until the close of the 2026 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; | vote FOR all nominees | page 5 | |||
| 2 | to approve, in an advisory vote, the compensation of our namedexecutive officers; | vote FOR | page 35 | |||
| 3 | to appoint PricewaterhouseCoopers LLP to serve as the Company’s auditor until the close of the 2026 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration; | vote FOR | page 64 | |||
| Other Items of Business | ||||||
|---|---|---|---|---|---|---|
| 4 | to receive the audited consolidated financial statements of the Company for the year ended December 31, 2024, and the auditor’s report thereon; and | |||||
| 5 | to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. | |||||
The record date for the Meeting is March 24, 2025. Only shareholders at the close of business on March 24, 2025 will be entitled to notice of, and to vote at, the Meeting. The management proxy circular and proxy statement that accompanies this Notice of Annual Meeting of Shareholders contains additional information regarding the proposals to be considered at the Meeting, and shareholders are encouraged to read it in its entirety before voting.
We encourage shareholders to vote as soon as possible.
To be valid, your vote or proxy appointment must be received by Broadridge Financial Solutions, Inc. by no later than 10:00 a.m. (EDT) on May 20, 2025, or, if the Meeting is adjourned or postponed, not less than 48 hours (not including Saturdays, Sundays or applicable Canadian holidays) prior to the reconvened Meeting (the “proxy deadline”). Nonregistered shareholders should return their voting instruction forms to their intermediary using one of the above methods by the date specified in their voting instruction form, and in any case at least one business day in advance of the proxy deadline (or such earlier deadline as your intermediary may specify on your proxy card or voting instruction form). For additional information on how to vote, please see “Questions About Voting” starting on page 74 in the accompanying management proxy circular and proxy statement.
By Order of the Board of Directors,
A. Robert D. Bailey
Executive Vice President and Chief Legal Officer
Dated: April 10, 2025
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