BAUSCH & LOMB CORP : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)


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 GroupPrior 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 practical 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. Department of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



On June 21, 2022in 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 holding LP, a diversified 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 LP since 2002, including as an investment strategy consultant from 2017 to October 2020and 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 LP, 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 BA 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 LPa credit-focused investment firm, and from August 2010 to July 2012 at Stockbridge Investorsthe 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 extracted from the University of Pennsylvania with a BS Icon in Finance and Accounting from
The Wharton School and a BAS 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 SK. 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 US Securities and Exchange Commission on May 6, 2022.

A copy of the press release, dated June 23, 2022announcing 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





(d) Exhibits




Exhibit
 Number                                  Description

  10.1       Amended and Restated Director Appointment and Nomination Agreement
           between Bausch + Lomb Corporation and the Icahn Group dated as of June
           21, 2022
  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
           Inline XBRL

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