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
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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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| ☐ | Preliminary Proxy Statement |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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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 webcast | 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 2027 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; | vote FOR all nominees | page 6 |
| 2 | to approve, in an advisory vote, the compensation of our named executive officers; | vote FOR | page 37 |
| 3 | to 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 FOR | page 69 |
| 4 | to 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 FOR | page 79 |
| Other Items of Business | |||
| 5 | to receive the audited consolidated financial statements of the Company for the year ended December 31, 2025, and the auditor’s report thereon; and | ||
| 6 | 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 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 Officer | 1 | ||
|---|---|---|---|
| Notice of Annual Meeting of Shareholders | 2 | ||
| About this Proxy Statement | 4 | ||
| Cautionary Note regarding Forward-Looking Statements | 4 | ||
| Proxy Summary | 5 | ||
| Election of Directors and Corporate Governance | 6 | ||
| PROPOSAL 1 | Election of Directors | 6 | |
| Background | 6 | ||
| Board Composition | 7 | ||
| Corporate Governance | 17 | ||
| Statement of Corporate Governance Practices | 17 | ||
| Board and Committee Structure | 17 | ||
| Key Areas of Board Oversight | 25 | ||
| Other Governance Policies and Practices | 31 | ||
| Non-Employee Director Compensation Program | 32 | ||
| 2025 B+L Director Compensation Table | 33 | ||
| Directors’ Share Ownership Guidelines | 34 | ||
| Executive Officers | 33 | ||
| Executive Compensation | 37 | ||
| PROPOSAL 2 | Advisory Vote on Executive Compensation | 37 | |
| Compensation Discussion and Analysis | 38 | ||
| Executive Summary | 38 | ||
| Compensation Process | 41 | ||
| Shareholder Engagement | 42 | ||
| Components of Executive Compensation | 42 | ||
| Compensation Committee Report | 56 | ||
| 2025 Summary Compensation Table | 57 | ||
| Grants of Plan-Based Awards | 58 | ||
| Outstanding Equity Awards at Fiscal Year-End | 59 | ||
| Option Exercises and Stock Vested | 61 | ||
| Potential Payments upon Termination or Change in Control | 62 | ||
| 2025 Pay Ratio Disclosure | 64 | ||
| Pay Versus Performance | 65 | ||
| PROPOSAL 3 | Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan | 69 | |
|---|---|---|---|
| Background | 69 | ||
| Summary of the Omnibus Plan | 69 | ||
| Registration with the Securities and Exchange Commission | 75 | ||
| New Plan Benefits | 76 | ||
| Historical Annual Common Share Usage | 76 | ||
| U.S. Federal Income Tax Consequences of Omnibus Plan Awards | 76 | ||
| Equity Compensation Plan Information | 78 | ||
| PROPOSAL 4 | Appointment of Auditor and Authorization of Board to Fix Remuneration | 79 | |
| Auditor Fees | 80 | ||
| Audit and Risk Committee's Pre-Approval of Non-Audit Services | 80 | ||
| Audit and Risk Committee Report | 81 | ||
| Other Matters | 82 | ||
| Certain Related-Party Transactions | 82 | ||
| Ownership of the Company’s Securities | 85 | ||
| Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 87 | ||
| Indebtedness of Directors and Officers | 87 | ||
| Other Shareholder Proposals and Director Nominations for the 2027 Annual Meeting of Shareholders | 88 | ||
| Attending the Meeting | 89 | ||
| Questions about Voting | 90 | ||
| Householding of Proxy Materials | 95 | ||
| Miscellaneous | 95 | ||
| Appendix A - Bausch + Lomb Corporation Charter of the Board of Directors | 96 | ||
| Appendix B - Bausch + Lomb Corporation 2022 Omnibus Incentive Plan | 99 | ||
| Appendix C - Bausch + Lomb Corporation Non‑GAAP Information | 115 | ||
2026 PROXY STATEMENT 3
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