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Bausch & Lomb Corp

For the period ended May 20, 2026. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Apr 10, 2026

BLCO$19.99+0.4%Stored close · as of Nov 6, 2026
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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. )

☑ Filed by the Registrant☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(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 all boxes that apply):

☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message from the Chairman of the Board and Chief Executive Officer

April 10, 2026Dear Shareholders: 2025 was a year of disciplined execution and measurable progress across our business. We closed the year with a record fourth quarter, delivering strong revenue growth, meaningful EBITDA margin(1) expansion and clear operating leverage. These results reflect not only the strength of our portfolio, but also the consistency with which our teams around the world executed against the commitments we set.Importantly, our performance was broad-based. We delivered growth across Pharmaceuticals, Surgical and Vision Care, strengthened our leadership position in dry eye and continued to advance and launch products from a pipeline that spans the full spectrum of eye health and is designed to fuel both near-term results and long-term value creation.I encourage you to learn more about our 2025 performance by visiting the Investors section of www.bausch.com, and to attend Bausch + Lomb’s Annual Meeting of Shareholders on Wednesday, May 20, 2026, 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 facilitates broader shareholder participation.On behalf of our Board of Directors, thank you for your continued support and confidence in Bausch + Lomb. The progress we’ve made reinforces our belief that we are on the right path to becoming the premier eye health company in the world.Sincerely,Brenton L. Saunders Chairman of the Board and Chief Executive Officer

(1)EBITDA margin is a non-GAAP ratio. Please see Appendix C for more information on non-GAAP financial measures and ratios.

2026 PROXY STATEMENT 1

Notice of Annual Meeting of Shareholders

To the Shareholders of Bausch + Lomb Corporation:

NOTICE IS HEREBY GIVEN that the 2026 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/BLCO2026 at 10:30 a.m. Eastern Daylight Time, on Wednesday, May 20, 2026, for the following purposes:

DATE AND TIMETo be held on Wednesday, May 20, 2026 at 10:30 a.m. Eastern Daylight TimeLOCATIONBAUSCH + LOMB CORPORATIONBy live internet webcastProposalsBoard VoteRecommendationFor FurtherDetails
1to elect ten directors to serve on the Company’s board of directors (the “Board”) until the close of the 2027 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal;vote FOR all nomineespage 6
2to approve, in an advisory vote, the compensation of our named executive officers;vote FORpage 37
3to approve an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder;vote FORpage 69
4to appoint PricewaterhouseCoopers LLP to serve as the Company’s auditor until the close of the 2027 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration;vote FORpage 79
Other Items of Business
5to receive the audited consolidated financial statements of the Company for the year ended December 31, 2025, and the auditor’s report thereon; and
6to 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 23, 2026. Only shareholders at the close of business on March 23, 2026 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 11:59 p.m. (EDT) on May 19, 2026, 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 specified 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 90 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, 2026

Table of Contents

Message from the Chairman of the Board and Chief Executive Officer1
Notice of Annual Meeting of Shareholders2
About this Proxy Statement4
Cautionary Note regarding Forward-Looking Statements4
Proxy Summary5
Election of Directors and Corporate Governance6
PROPOSAL 1Election of Directors6
Background6
Board Composition7
Corporate Governance17
Statement of Corporate Governance Practices17
Board and Committee Structure17
Key Areas of Board Oversight25
Other Governance Policies and Practices31
Non-Employee Director Compensation Program32
2025 B+L Director Compensation Table33
Directors’ Share Ownership Guidelines34
Executive Officers33
Executive Compensation37
PROPOSAL 2Advisory Vote on Executive Compensation37
Compensation Discussion and Analysis38
Executive Summary38
Compensation Process41
Shareholder Engagement42
Components of Executive Compensation42
Compensation Committee Report56
2025 Summary Compensation Table57
Grants of Plan-Based Awards58
Outstanding Equity Awards at Fiscal Year-End59
Option Exercises and Stock Vested61
Potential Payments upon Termination or Change in Control62
2025 Pay Ratio Disclosure64
Pay Versus Performance65
PROPOSAL 3Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan69
Background69
Summary of the Omnibus Plan69
Registration with the Securities and Exchange Commission75
New Plan Benefits76
Historical Annual Common Share Usage76
U.S. Federal Income Tax Consequences of Omnibus Plan Awards76
Equity Compensation Plan Information78
PROPOSAL 4Appointment of Auditor and Authorization of Board to Fix Remuneration79
Auditor Fees80
Audit and Risk Committee's Pre-Approval of Non-Audit Services80
Audit and Risk Committee Report81
Other Matters82
Certain Related-Party Transactions82
Ownership of the Company’s Securities85
Cease Trade Orders, Bankruptcies, Penalties or Sanctions87
Indebtedness of Directors and Officers87
Other Shareholder Proposals and Director Nominations for the 2027 Annual Meeting of Shareholders88
Attending the Meeting89
Questions about Voting90
Householding of Proxy Materials95
Miscellaneous95
Appendix A - Bausch + Lomb Corporation Charter of the Board of Directors96
Appendix B - Bausch + Lomb Corporation 2022 Omnibus Incentive Plan99
Appendix C - Bausch + Lomb Corporation Non‑GAAP Information115

2026 PROXY STATEMENT 3

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