Bausch Health Companies Inc.

DEF 14A 1 ny20052685x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BAUSCH HEALTH COMPANIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

2150 Saint Elzéar Blvd. West

Laval, Québec H7L 4A8 Canada

August 27, 2025

Dear Fellow Shareholder,

On behalf of the Board of Directors of Bausch Health Companies Inc. (the “Company”), you are cordially invited to attend the Special Meeting of shareholders of the Company to be held via live webcast atwww.virtualshareholdermeeting.com/BHC2025SM, on October 7, 2025, at 9:00 A.M., Eastern Time (the “Special Meeting”).

The attached Notice of the Special Meeting (the “Notice”) and proxy statement (“Proxy Statement”) describe the business that will be transacted at the Special Meeting. There will not be a physical location for the Special Meeting. You will be able to attend the Special Meeting online, vote your shares electronically, and submit your questions during the meeting by registering in at www.virtualshareholdermeeting.com/BHC2025SM. Directors and officers of the Company will be available at the Special Meeting to respond to any questions that you may have regarding the business to be transacted.

As announced on April 14, 2025, the Company recently adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan is intended to ensure that all our shareholders are treated equally and fairly in connection with any unsolicited take-over bid or other acquisition of control of the Company. To be clear, the Rights Plan does not prevent take-overs; rather it encourages potential acquirors of control to make take-over bids by means of a permitted bid under the Rights Plan, which shareholders may tender to regardless of the acceptability of the bid to the Board or to approach the Board to negotiate a mutually acceptable transaction.

The Rights Plan is similar to the shareholder rights plans adopted by other Canadian public companies. We encourage you to read the additional details in the Proxy Statement on the Rights Plan and its purpose.

The Company’s Board of Directors has determined that the proposal, ratifying, confirming and approving the shareholder rights plan, to be presented to the shareholders at the Special Meeting is in the best interests of the Company and its stockholders and recommends and urges you to vote ‘FOR’ the proposal set forth in this Proxy Statement. If any other business is properly presented at the Special Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board.

We encourage you to attend the Special Meeting online, but if you are unable to attend, it is important that you vote in advance via the Internet or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your participation is appreciated. If you have any questions or need help with voting, please contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-855-682-9437 (toll-free in North America) or 1-437-561-5036 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

On behalf of the Board of Directors and all the employees of the Company, we thank you for your continued support.

Sincerely,

/s/ John Paulson

John Paulson

Chairperson of the Board

Notice of

Special Meeting of

Bausch Health

Companies Inc.

(the “Company”)

Date and Time

Tuesday, October 7, 2025

9:00 a.m. (Eastern Time)

Place

Meeting via the Internet. Please visit:

www.virtualshareholder

meeting.com/BHC2025SM

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the proxy statement you received in the mail, the section titled “Questions About Voting” on page 16 of this proxy statement, or if you requested to receive printed proxy materials, your enclosed proxy card.

If you have any questions or need help with voting, please contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-855-682-9437 (toll-free in North America) or 1-437-561-5036 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

TO OUR SHAREHOLDERS

Purpose of the Special Meeting

Approve an ordinary resolution ratifying, confirming and approving the adoption of the Company’s Amended and Restated Shareholder Rights Plan.

Transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Holders of record of the Company’s Common Shares as of the close of business on August 18, 2025 are entitled to notice of, and to vote at, the Special Meeting. This Proxy Statement is first being mailed to our shareholders on or about August 27, 2025.

IMPORTANT NOTICE regarding the Availability of Proxy Materials for the Special Meeting to be held on October 7, 2025: This Proxy Statement is available free of charge on the Company’s website at bauschhealth.com.

By Order of the Board of Directors,

/s/ Seana Carson

Seana Carson

Executive Vice President, General Counsel

August 27, 2025

2150 Saint Elzéar Blvd. West

Laval, Québec H7L 4A8 Canada

MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT

This Management Proxy Circular and Proxy Statement (“Proxy Statement”) contains information about the Special Meeting of Shareholders of Bausch Health Companies Inc., which will be conducted in an exclusively virtual format via a live internet webcast atwww.virtualshareholdermeeting.com/BHC2025SMat 9:00 a.m., Eastern Time, on Tuesday, October 7, 2025, and at any adjournments or postponements thereof (the “Special Meeting” or “Meeting”), for the purposes set forth in this Proxy Statement and in the accompanying Notice of Special Meeting of Shareholders. In this document, the words “the Company,” “Bausch Health,” “we,” “our,” “ours,” “us” and similar terms refer only to Bausch Health Companies Inc. and not to any other person or entity. Unless otherwise indicated, the statistical and financial data contained in this Proxy Statement are as of August 27, 2025.

We are providing you with this Proxy Statement and related materials in connection with the solicitation of proxies by our management. See the section titled “Voting & Other Information — Proxy Solicitation” on page 14 for additional information.

On August 27, 2025, we will begin mailing the proxy materials to all shareholders as of the record date of August 18, 2025 and post our proxy materials on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca, and on the United States Securities and Exchange Commission’s system for Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov.

All properly executed written proxies, and all properly completed proxies submitted via the internet or by telephone or mail, which are delivered pursuant to, and which appoint Thomas J. Appio and Seana Carson, or each of them, each with the power to appoint his or her substitute, as proxyholders in accordance with, this solicitation will be voted at the Special Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Special Meeting.

This Proxy Statement is available at: www.proxyvote.com.

This Proxy Statement contains information regarding, among other things:

Whether or not you plan to attend the Meeting, please promptly provide your voting instructions. Your promptness in voting will assist in the expeditious and orderly processing of the proxies and in ensuring that a quorum is present at the Meeting. If you vote your proxy or follow the instructions for voting from the voting instruction form, you may nevertheless attend, and vote your Common Shares during, the live webcast of the Meeting by using the 16-digit control number on the proxy statement, proxy card or voting instruction form. If you want to revoke your instructions at a later time prior to the vote for any reason, you may do so in the manner described in this Proxy Statement. If you have any questions or need help with voting, please contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-855-682-9437 (toll-free in North America) or 1-437-561-5036 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Bausch Health Companies Inc. | 1

Summary of Board Recommendations

Our Board of Directors (the “Board”) recommends that you vote:

In addition, you may be asked to vote in respect of any other matters that may properly be brought before the Meeting. As of the date of this Proxy Statement, the Board is not aware of any such other matters.

Bausch Health Companies Inc. | 2