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:

March 16, 202018, 2021

Dear Fellow Shareholders:

On behalf of the Board of Directors of Bausch Health Companies Inc. (the “Company” or “Bausch Health”), I want to take this opportunityit is my pleasure to invite you to attend our 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be heldon Tuesday, April 27, 2021 at 9:00 a.m., local time, on Tuesday, April 28, 2020Eastern Daylight Time. Due to the continuing public health concerns relating to the COVID-19 pandemic, the Board has determined to conduct the Annual Meeting in an exclusively virtual format via a live internet webcast. There will be no physical meeting. We believe the virtual Annual Meeting will facilitate shareholder attendance and participation by enabling shareholders to participate in the Annual Meeting at no cost, while safeguarding the Company’s offices located at 2150 Saint Elzear Blvd. West, Laval, Quebec, Canada H7L 4A8. health and well-being of our shareholders, employees, and Board.

At the Annual Meeting, shareholders will vote on the proposals set forthlisted in the Notice of Annual Meeting and the accompanying management proxy circular and proxy statement, (the “Proxy Statement”), as well as receive a report on the progress of the Company. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to a Notice Regarding Internet Availability of Proxy Materials (the “Notice”).

We are providing access to our proxy materials, including our Annual Report on Form10-K for the fiscal year ended December 31, 2019,2020, in a fast and efficient manner via the Internet.internet. On March 16, 2020,18, 2021, we will begin mailing the Notice to all shareholders of record as of March 2, 20201, 2021 and post our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website will provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Your vote at the Annual Meeting is important. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You will find voting instructions in the Notice, the Proxy Statement and on the Proxy Card.proxy card. You may vote via the Internetinternet or by telephone. Alternatively, if you requested a printed copy of the proxy materials by mail, you may mark, date, sign and mail the Proxy Cardproxy card in the envelope provided.

We appreciate your continued ownership of Bausch Health shares and your support.

Sincerely,

Joseph C. Papa

Chairman of the Board and Chief Executive Officer

BAUSCH HEALTH COMPANIES INC.

2150 Saint ElzearElzéar Blvd. West

Laval, QuebecQuébec H7L 4A8

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 28, 2020TO BE HELD ON APRIL 27, 2021

To the Shareholders of

Bausch Health Companies Inc.:

NOTICE IS HEREBY GIVEN that the 20202021 Annual Meeting of Shareholders (the “Annual Meeting”) of Bausch Health Companies Inc., a British Columbia corporation (the “Company”, “we” or “our”), will be heldconducted in an exclusively virtual formal via a live internet webcast at 2150 Saint Elzear Blvd. West, Laval, Quebec, Canada H7L 4A8, on Tuesday, April 28, 2020,www.virtualshareholdermeeting.com/BHC2021 at 9:00 a.m., local time,Eastern Daylight Time, on Tuesday, April 27, 2021, for the following purposes:

1.  Toto receive the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 20192020, and the auditors’auditor’s report thereon, a copy of which is enclosed with this Notice of Annual Meeting;thereon;

2.  Toto elect eleventhirteen directors to serve on the Company’s board of directors (the “Board”) until the close of the 20212022 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal;

3.  Toto approve, in an advisory vote, the compensation of our named executive officers;

4.  To approve an amendment to the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of common shares of the Company authorized for issuance under such plan;

4.  To appoint PricewaterhouseCoopers LLP to serve as independent registered public accountants (the “auditors”) for the Company to hold officeCompany’s auditor until the close of the 20212022 Annual Meeting of Shareholders and to authorize the Board to fix the auditors’auditor’s remuneration; and

5.  Toto transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The record date for the Annual Meeting is March 2, 2020.1, 2021. Only record shareholders at the close of business on March 2, 20201, 2021 or their duly appointed proxyholders will be entitled to notice of, and to vote at, the Annual Meeting in person or by proxy.Meeting.

We are providing access to our proxy materials, including our Annual Report on Form10-K for the fiscal year ended December 31, 2019,2020, to each shareholder of record in a fast and efficient manner via the Internet.internet. On March 16, 2020,18, 2021, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record as of March 2, 20201, 2021 and will post our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials free of charge on the website referred to in the Notice or may request to receive a printed set of our proxy materials free of charge. These materials will remain available on the website through the conclusion of the Annual Meeting. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to the Notice. The management proxy circular and proxy statement (the “Proxy Statement”) that accompanies this Notice of Annual Meeting of Shareholders contains additional information regarding the proposals to be considered at the Annual Meeting, and shareholders are encouraged to read it in its entirety.

Shareholders are invited toWhile record shareholders may attend and vote during the Annual Meeting.Record shareholderswho are unable to attend thevirtual Annual Meeting in person are requestedwebcast, we encourage shareholders to vote as soon as possible via the Internet,internet, by going towww.proxyvote.com and following

provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, United States.Non-record shareholders who receive these materials through their broker or other intermediary should follow the instructions provided by their broker or intermediary.

For your vote to be effective, your voting instructions must be received by Broadridge Financial Solutions, Inc. (“Broadridge”) not later than11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 2020,23, 2021, or, in the case of any adjournment of the Annual Meeting, not less than 48 hours, excluding Saturdays, Sundays and applicable holidays, prior to the time of the rescheduled meeting. The Board, or the chairperson of the Annual Meeting may, at their discretion, accept late proxies or waive the time limit for deposit of proxies, but are under no obligation to accept or reject any late proxy.If you have voted by proxy usingvia the Proxy Card, via fax or the Internetinternet or by telephone or mail, any subsequent vote by proxy through any of these methods, or during the Annual Meeting, will cancel any other proxy you may have previously submitted in connection with the Annual Meeting, and only the latest dated proxy received prior to the deadline will be counted.

By Order of the Board of Directors,

Christina M. Ackermann

Executive Vice President, and General Counsel and

Head of Commercial Operations

Dated: March 16, 202018, 2021

TABLE OF CONTENTS

i

BAUSCH HEALTH COMPANIES INC.

2150 Saint ElzearElzéar Blvd. West

Laval, QuebecQuébec H7L 4A8

MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT

20202021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 28, 202027, 2021

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

This Management Proxy Circular and Proxy Statement (“Proxy Statement”) contains information about the 20202021 Annual Meeting of Shareholders of Bausch Health Companies Inc., which will be conducted in an exclusively virtual format via a British Columbia corporation (the “Company” or “Bausch Health”), to be heldlive internet webcast at 2150 Saint Elzear Blvd. West, Laval, Quebec, Canada H7L 4A8, on Tuesday, April 28, 2020,www.virtualshareholdermeeting.com/BHC2021 at 9:00 a.m., local time (the “Annual Meeting”),Eastern Daylight Time, on April 27, 2021, and at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Shareholders. In this document, the words “Bausch Health,” “we,” “our,” “ours” “us” and “us”similar terms refer only to Bausch Health Companies Inc. and not to any other person or entity. References to “US$” or “$” are to United States dollars. Unless otherwise indicated, the statistical and financial data contained in this Proxy Statement are as of March 2, 2020.1, 2021.

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 “Questions About Voting — Who is soliciting my proxy?” on page 78 for additional information.

We are providing access to our proxy materials, including our Annual Report on Form10-K for the fiscal year ended December 31, 2019,2020, in a fast and efficient manner via the Internet.internet. On March 16, 2020,18, 2021, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record as of March 2, 20201, 2021 and post our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website will provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to the Notice.

All properly executed written proxies, and all properly completed proxies submitted via the internet or by mail, facsimile or telephone or via the Internet,mail, which are delivered pursuant to, and which appoint Joseph C. Papa and Christina M. Ackermann as proxyholders in accordance with, this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Annual Meeting.

ELECTRONIC DELIVERY OF BAUSCH HEALTH SHAREHOLDER COMMUNICATIONS

We are pleased to offer to our shareholders the benefits and convenience of electronic delivery of Annual Meeting materials, including:

We encourage you to conserve natural resources and to reduce printing and mailing costs by signing up for electronic delivery of Bausch Health shareholder communications.

If you are a registered shareholder or a beneficial owner of common shares, no par value, of the Company (“Common Shares”), or if a broker or other nomineeintermediary holds your Common Shares, and you would like to sign up for electronic delivery, please visitwww.proxyvote.com and enter the information requested to enroll. Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please call Bausch Health Investor Relations at514-856-3855 or send an email toir@bauschhealth.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 202027, 2021

Our Annual Report on Form10-K for the fiscal year ended December 31, 20192020 (the “Annual Report”) is available on the Internetinternet at our website at www.bauschhealth.com, through the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com or through the U.S. Securities and Exchange Commission’s electronic data system, EDGAR, at www.sec.gov.www.sec.gov. To request a printed copy of our Annual Report, which we will provide to you without charge, either write to Bausch Health Investor Relations at Bausch Health Companies Inc., 2150 Saint Elzear ElzéarBlvd. West, Laval, Quebec QuébecH7L 4A8, Canada, or send an email to Bausch Health Investor Relations at ir@bauschhealth.com.ir@bauschhealth.com.

This Proxy Statement and the Annual Report are available at: www.proxyvote.com.www.proxyvote.com.

This Proxy Statement contains information regarding, among other things:

Whether or not you plan to attend the Annual 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 Annual Meeting. If you vote your proxy, you may nevertheless attend, the Annual Meeting and vote your Common Shares in person if you wish.during, the live webcast of the Annual Meeting. Please note, however, that if your Common Shares are held of record by a broker or other nomineeintermediary and you wish to vote in person atduring the live webcast of the Annual Meeting, you must follow the instructions provided to you by your broker or such other nominee.intermediary. 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.

ATTENDING THE MEETING

The Annual Meeting will be conducted exclusively via live internet webcast. The Board, certain members of management, and representatives of PricewaterhouseCoopers, our auditor, will dial into the webcast from remote locations.

What do I need to do if I wish to attend the Annual Meeting?

The Annual Meeting will be conducted in an exclusively virtual format via live internet webcast available at www.virtualshareholdermeeting.com/BHC2021. You will be able to access the Annual Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported

across browsers and devices that are running the most updated version of the applicable software plugins. You will need your 16-digit control number (located on the proxy card, voting instruction form or Notice) to enter the virtual Annual Meeting as a shareholder.

Shareholders can access and vote at the Annual Meeting during the live webcast as follows:

1.  Log into www.virtualshareholdermeeting.com/BHC2021 at least 15 minutes before the Annual Meeting starts. You should allow ample time to check into the virtual Annual Meeting and to complete the related procedures.

2.  Enter your 16-digit control number into the Shareholder Login section (your control number is located on your proxy card, voting instruction form or Notice) and click on “Enter Here.”

3.  Follow the instructions to access the Annual Meeting and vote when prompted.

Even if you currently plan to participate in the virtual Annual Meeting, you should consider voting your shares by proxy in advance so that your vote will be counted in the event that you later decide not to attend, or are unable to access, the virtual Annual Meeting. If you access and vote on any matter at the Annual Meeting during the live webcast, then you will revoke any previously submitted proxy.

Those accessing the virtual Annual Meeting must remain connected to the internet at all times during the Annual Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Annual Meeting.

Shareholders or their proxyholders with questions regarding the virtual Annual Meeting portal or requiring assistance accessing the meeting website may call the technical support line at 1-800-586-1548 (toll-free) or 303-562-9288 (toll) or visit the website www.virtualshareholdermeeting.com for additional information.

How do I ask a question at the Annual Meeting?

We believe that the ability to allow for shareholders or their proxyholders to participate in the Annual Meeting in a meaningful way, including asking questions, remains important despite the virtual format of the Annual Meeting. At the Annual Meeting, record shareholders, non-record shareholders and proxyholders will have an opportunity to ask questions at the meeting in writing by sending a message to the chair of the Annual Meeting online through the virtual meeting platform. Questions received from shareholders which relate to the business of the Annual Meeting are expected to be addressed in the question-and-answer session that will follow the Annual Meeting. Such questions will be read by the chair of the Annual Meeting or a designee of the chair and responded to by a representative of the Company as they would be at a shareholders meeting that was being held in person. As at an in-person meeting, to ensure fairness for all attendees, the chair of the Annual Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Annual Meeting or which are determined to be inappropriate or otherwise out of order. It is anticipated that shareholders and their proxyholders will have substantially the same opportunity to ask questions on matters of business at the meeting as in past years when the annual meeting of shareholders was held in person.

QUESTIONS ABOUT VOTING

What decisions will the shareholders be making at the Annual Meeting?

You will be asked to vote on each of the following proposals:

to vote on Proposal No. 1, the election of directors, or Proposal No. 2, the advisory vote to approve the compensation of our named executive officers, or Proposal No. 3, the approval to amend the 2014 Plan, without instructions from you. In this case, a brokernon-vote will occur, and your vote will not be counted as a vote cast on these matters. If you have further questions on this issue, please contact your intermediary bank or broker or Bausch Health Investor Relations at ir@bauschhealth.com.ir@bauschhealth.com.

What constitutes a quorum for the Annual Meeting?

A minimum of two persons who either are, or represent by proxy, shareholders holding, in the aggregate, at least 25% of the outstanding Common Shares entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld, abstentions, and brokernon-votes will be counted for purposes of determining the presence of a quorum.

Who is entitled to vote?

Each shareholder is entitled to one vote for each Common Share registered in his or her name as of the close of business on March 2, 2020,1, 2021, the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Annual Meeting.

As of March 2, 2020, 353,356,1141, 2021, 355,661,440 Common Shares were issued and outstanding and entitled to be voted at the Annual Meeting.

How do I vote?

The voting process is different depending on whether you are a record (registered) ornon-record shareholder:

Non-record shareholders

If you are anon-record shareholder, you should receive a Notice or voting instructions from your broker or other intermediary will send you a voting instruction form or proxy form with this Proxy Statement. This form will instruct the intermediary how to voteholding your Common Shares at the Annual Meeting on your behalf.shares. You should carefully follow the instructions provided by the broker or intermediary (including with respectin order to applicable timelines for providing voting instructions, which may be different from those described in this Proxy Statement) and contact the intermediary promptly if you need help.instruct them how to vote your Common Shares. The Company will pay for delivery of proxy materials to beneficial owners, including objecting beneficial owners.

If you do not intend to attend the Annual Meeting and vote in person, mark your voting instructions on the voting instruction form or proxy form, sign it, and return it as instructed by your intermediary. Your intermediary may have also provided you with the optionavailability of voting by telephone by fax or viainternet, and the Internet.

By telephone:    You may vote via telephone by calling toll free 1-800-690-6903. You will be prompted to provide the 16-digit control number printed on your Notice (or, if you have received printed proxy by any one of the following methods:materials, on your proxy card). The telephone voting service will be available until 11:59 p.m. (Eastern Daylight Time) on Friday, April 23, 2021.

By mail:    Mark,If you received printed proxy materials, complete, sign and date your Proxy Cardeach proxy card you received, and sendreturn it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, United States. Broadridge must receive your Proxy Cardproxy card not later than 11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 202023, 2021 in order for your vote to be counted. If the Annual Meeting is adjourned or postponed, Broadridge must receive your Proxy Cardproxy card at least 48 hours, excluding Saturdays, Sundays and applicable holidays, before the rescheduled Annual Meeting.

By telephone:During the Annual Meeting:     Call toll free1-800-690-6903.You may vote your Common Shares online during the Annual Meeting by following the instructions provided during the webcast of the Annual Meeting. Even if you plan to attend the virtual Annual Meeting, we recommend that you submit your proxy card or vote by telephone or internet by the above deadlines so that your vote will be promptedcounted if you later decide not to, provide your16-digit control number printed below yourpre-printed name and address onor are unable to, attend the Proxy Card. The telephone voting service is available until 11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 2020. You may not appoint a person as proxyholder other than the Board nominated proxies named in the Proxy Card when voting by telephone.

Via the Internet:    Go to www.proxyvote.com and follow the instructions on the website prior to 11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 2020.Annual Meeting.

We provide Internetinternet proxy voting to allow you to vote your Common Shares via the Internet,internet, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internetinternet access, such as usage charges from Internetinternet access providers and telephone companies.

The Board, or the Chairperson of the Annual Meeting may, at their discretion, accept late proxies or waive the time limit for deposit of proxies, but are under no obligation to accept or reject any late proxy.

If you receive more than one Notice, voting instruction form, or set of proxy materials, your Common Shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions on each Notice, voting instruction form, and/or proxy card to ensure that all of your Common Shares are voted.

How do I appoint a proxyholder?

Your proxyholder is the person you appoint to cast your votes on your behalf.You can choose anyone you want to be your proxyholder; it does not have to be either of the persons we have designated in the Proxy Card,proxy card, nor does it have to be a shareholder. Just write

Since the Annual Meeting will take place virtually, the process for appointing another person as your proxyholder (other than the Board nominated proxies named in the name of the person you would likeproxy card) to appoint in the blank space provided in the Proxy Card. Please ensure that the person you have appointed will be attendingaccess the Annual Meeting and vote on your behalf is aware that he or she willdifferent than it would be votingfor an in-person meeting. If you would like your Common Shares. Proxyholders should speakproxyholder to attend and vote at the virtual Annual Meeting on your behalf, you must:

1.  prior to the InspectorAnnual Meeting, go online to www.proxyvote.com and enter an “Appointee Name” and designate an 8-character “Appointee Identification Number” to appoint your proxyholder; and

2.  inform your appointed proxyholder of Elections upon arriving atthe exact Appointee Name and 8-character Appointee Identification Number prior to the Annual Meeting. Your proxyholder will require both your Appointee Name and Appointee Identification Number in order to access the Annual Meeting and vote on your behalf.

Please note that, the optionif you wish to appoint a person as your own proxyholder isother than the Board nominated proxies named in the proxy card and you do not availablego online to designate the Appointee Information as required, or if you do not provide the exact Appointee Name and Appointee Identification Number to that other person, that other person will not be able to enter the Annual Meeting and vote by telephone or via the Internet.on your behalf.

Your proxyholder can access and vote at the Annual Meeting during the live audio webcast as follows:

1.  Log into www.virtualshareholdermeeting.com/BHC2021 at least 15 minutes before the Annual Meeting starts. Allow ample time to check into the virtual Annual Meeting and to complete the related procedures.

2.  Enter the Appointee Name and Appointee Identification Number exactly as it was entered through www.proxyvote.com by the shareholder for whom it is acting as proxyholder and click on “Enter Here.” If this information is not provided to the proxyholder by such shareholder, or if it is not entered exactly as that shareholder entered it, the proxyholder will not be able to enter the Annual Meeting or vote on the shareholder’s behalf during the live webcast.

A person appointed as proxyholder for more than one shareholder will be asked to enter the Appointee Information for each separate shareholder in order to vote the applicable common shares on their behalf at the Annual Meeting.

3.  Follow the instructions to access the Annual Meeting and vote when prompted.

If you sign the Proxy Card without naming your own proxyholder,and return a proxy card, or if you vote via the Internetinternet or by telephone in advance of the Annual Meeting, you appoint Mr. Papa and Ms. Ackermann as your proxyholders, either of whom will be authorized to vote and otherwise act for you at the Annual Meeting, including any continuation after adjournment of the Annual Meeting.

How will my Common Shares be voted if I give my proxy?

On the Proxy Card, you can indicate how you want your proxyholder to vote your Common Shares, or you can let your proxyholder decide for you by signing and returning the Proxy Card without indicating a voting preference in one or more proposals. If you have specified on the Proxy Card how you want to vote on a particular proposal (by marking, as applicable, FOR, WITHHOLD, AGAINST or ABSTAIN), then your proxyholder must vote your Common Shares accordingly, including on any ballot that may be called for.

If you have not specified how to vote on a particular proposal, then your proxyholder can vote your Common Shares as he or she sees fit. Unless you specify voting instructions, Mr. Papa and Ms. Ackermann, as your proxyholders, will vote your Common Shares as follows:

If I change my mind, can I revoke my proxy once I have given it?

If you are anon-record shareholder, you can revoke your prior voting instructions by contacting your broker to revoke your proxy or change your voting instructions, or by providing new instructions on a voting instruction formto your broker or proxy form withintermediary on a later date (if you provide your voting instructions by mail) or at a later time in the case of(if you provide your voting instructions by telephone or via the Internet. Otherwise, contact your intermediary if you want to revoke your proxy, change your voting instructions or if you change your mind and want to vote in person.internet). Any new voting instructions given to brokers or other intermediaries in connection with the revocation withof proxies must be received in sufficient time to allow intermediariesthem to act on such instructions prior to the deadline for the deposit of proxies of 11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 2020,23, 2021, or at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the time of the Annual Meeting if it is rescheduled. If you choose to provide voting instructions multiple times, only the latest one which is not revoked and is received prior to such deadline will be counted.

If you are a record shareholder, you may revoke any proxy that you have given until the time of the Annual Meeting by voting again by telephone or via the Internetinternet as instructed above, by signing and dating a new Proxy Cardproxy card and submitting it as instructed above, by giving written notice of such revocation to the Corporate Secretary of the Company at our address, by revoking it in person at the Annual Meeting or by voting by ballot at the Annual Meeting. If you choose to submit a proxy multiple times whetherbefore the Annual Meeting via the internet or by telephone via the Internet or by mail, or a combination thereof, only your latest vote, which is not revoked and is received prior to 11:59 p.m. (Eastern Daylight Time) on Friday, April 24, 202023, 2021 (or 48 hours, excluding Saturdays, Sundays and applicable holidays, before the Annual Meeting if it is rescheduled) will be counted. A record shareholder participating in person, in a vote by ballot atwho votes during the Annual Meeting will automatically revoke any proxy previously given by that shareholder regarding business considered by that vote. However, mere attendance at the Annual Meeting by a record shareholder who has voted by proxy does not revoke such

proxy. If your proxy is delivered following the proxy cut-off time it will revoke your previous proxy; however, it will not be valid for voting except at the discretion of the Board or the chairperson of the Annual Meeting, who are under no obligation to accept or reject any late proxy.

How can I contact the Company’s transfer agent?

You may contact the Company’s transfer agent by mail or by telephone (within Canada and the United States):

AST Trust Company (Canada)

P.O. Box 700

Station B

Montreal, QC H3B 3K3

Canada

Email: inquiries@astfinancial.com

Fax:888-249-6189

Phone (for all security transfer inquiries):1-800-387-0825 or416-682-3860

Website:www.astfinancial.com/ca-en

PROPOSAL NO. 1

ELECTION OF DIRECTORS

BACKGROUND

We have eleventhirteen director nominees standing for election at the Annual Meeting. Under the Company’s Articles, directors are elected annually. Directors elected at the Annual Meeting will hold office until the close of the 20212022 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director’s earlier resignation or removal. In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to tender his or her resignation promptly following the vote, which resignation must state that it will become effective upon acceptance by the Board. The Nominating and Corporate Governance Committee of the Board shall then consider the offered resignation and make a recommendation to the Board as to whether it should accept such resignation. The Nominating and Corporate Governance Committee is expected to accept such resignation, except in exceptional circumstances. Within 90 days of the applicable vote, the Board must decide whether to accept such resignation, and promptly disclose its decision via press release. Full details of this policy are set forth in our Corporate Governance Guidelines, available on our website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance-Governance – Governance Documents”). Our website is not part of this Proxy Statement; references to our website address in this Proxy Statement are intended to be inactive textual references only.

Each of the eleventhirteen director nominees has established his or her eligibility and willingness to serve on the Board. Set forth in the section titled “Nominees for Election to the Board” beginning on page 1213 are the names of the director nominees together with details about their backgrounds and experience. Also indicated is the number of the Company’s securities beneficially owned, controlled or directed, directly or indirectly, by each of the director nominees as of March 2, 2020,1, 2021, as well as the aggregate value based on the $23.09$31.75 per share closing price of our Common Shares as reported on the NYSE on March 2, 2020.1, 2021. For each director nominee, you will find a record of attendance at meetings of the Board and the standing committees of the Board on which such director nominee served during 2019.2020.

TenTwelve of the eleventhirteen director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, all members of the Board’s Audit and Risk Committee, the Talent and Compensation Committee and the Nominating and Corporate Governance Committee are independent directors.

Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the eleventhirteen director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Annual Meeting any of these director nominees are unable or unwilling to serve, unless otherwise specified in the signed Proxy Card,proxy card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees.

NOMINATION OF DIRECTORS

The Board is responsible for nominating director candidates for election to the Board, and for appointing directors to the Board to fill any vacancies that may occur in between annual elections of directors. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors and recommending to the Board director candidates for nomination either for election by shareholders or for appointment by the Board. In fulfilling this responsibility, the Nominating and Corporate Governance Committee considers, among other things, (i) the independence, skills, qualifications and experience of director candidates in a manner consistent with the selection criteria approved by the Board from time to time; (ii) the

composition, competencies and skills of the Board as a whole, and the needs of the individual Board committees; and (iii) the wide range of attributes, competencies, characteristics, experiences and backgrounds contemplated by the Company’s Board Diversity Policy, as described below; and (iv) in evaluating incumbent directors forre-nomination, (iv) the performance of such directors.

The Company does not have a director retirement policy nor does itor set term limits for independent directors, because the Board does not believe either is necessary to provide for adequate Board renewal. The Company believes that the director nomination process described above has resulted in a reasonable level of Board renewal in recent years, and the Nominating and Corporate Governance Committee actively considers this issue in recommending to the Board director candidates for nomination for election by shareholders. Our current Board is comprised of directors who have served on our Board, including, as applicable, the board of a predecessor of the Company, from less than one year to more than eleventwelve years.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has adopted a formal written Board Diversity Policy. The objective of the Board Diversity Policy is to require the Board and the Nominating and Corporate Governance Committee to consider of a wide range of attributes, competencies, characteristics, experiences and backgrounds, including specifically considering the number of women on the Board, when reviewing the composition of the Board in the director nomination andre-nomination process. The key provisions of the Board Diversity Policy emphasize the Company’s view on the benefits of diverse backgrounds and the need to consider diversity in evaluating the needs of the Board. The Nominating and Corporate Governance Committee oversees and annually evaluates the implementation and effectiveness, both as measured annually and cumulatively, of the Board Diversity Policy in conjunction with its director evaluation and nomination process. The Nominating and Corporate Governance Committee assesses the effectiveness of the Board Diversity Policy by reference to, among other things, the extent to which the current Board and the nominees for election to the Board reflect the stated objectives of the Board Diversity Policy. The Company has not established a specific target number or date by which to achieve a specific number of women on the Board, as we consider a multitude of factors, including the Company’s objectives and challenges and the representation of women on the Board, in determining the best nominee at the time. The Board Diversity Policy provides that any search firm engaged to assist in identifying candidates for appointment to the Board will be directed to consider the desire of the Company to have its Board reflect diversity as contemplated by the policy, including the number of women directors. If all of our director nominees are elected by shareholders at this Annual Meeting, two directors, representing 18%15% of our directors, will be women. For a discussion of the Company’s policy regarding the level of women in executive officer positions, see “Statement of Corporate Governance Practices — Talent and Compensation Committee — Succession Planning” beginning on page 31.39.

In considering an individual’s experience, the following additional criteria are also considered:

Healthcare and Healthcare Industry Expertise:    The Board values directors with experience in healthcare and the healthcare industry, including the pharmaceutical, consumer and life science industries, who can draw on their functional expertise and industry relationships to assist the Board and management in executing the Company’s strategy.

International Business Experience:    To complement the Company’s multinational and cross-border operations, the Board seeks to have directors with a global business perspective who can assist the Board and management in successfully navigating the business, political, legal and regulatory environments in the countries in which the Company conducts, or seeks to conduct, its business.

Financial Literacy:    The Board believes that it is important for its directors to possess significant financial reporting, compliance and accounting expertise. Among other functions, the Board and the Audit and Risk Committee have oversight responsibility with respect to the quality and integrity of the Company’s financial statements, the internal and external audit functions, and internal control over financial reporting and disclosure controls and procedures. It is therefore important that its directors are financially knowledgeable.

Corporate Governance Experience:    The Board is responsible for the stewardship of the Company and supervising its management, business and affairs, in addition to being responsible for adopting and

responsibilities, it is important that the Board be comprised of individuals who understand corporate governance issues, the various constituencies interested in such issues, and have a proven track record of sound business judgment, integrity and high ethical standards. Many of the Company’s director nominees have experience serving on public company boards in multiple jurisdictions, including in the United States and Canada.

Executive Leadership:    The Board believes that it is important for its directors to possess strong management experience at senior corporate levels. It is important that the Board be comprised of individuals who have held senior management positions with companies or business entities who have experience with mergers, acquisitions and strategic business transactions and who have a strong background in implementing, managing and overseeing strategic planning and business development initiatives. A number of the Company’s director nominees possess extensive leadership experience and have held a number of senior management and leadership positions with global organizations.

Submitting Director Recommendations to the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will also consider director recommendations submitted by the Company’s shareholders. Shareholders who wish to have the Nominating and Corporate Governance Committee consider their recommendations should submit their recommendation in writing to the Nominating and Corporate Governance Committee, attention: Chairperson, Bausch Health Companies Inc., 2150 Saint ElzearElzéar Blvd. West, Laval, Quebec,Québec, H7L 4A8, Canada.

Director recommendations made by shareholders in such manner will undergo the same evaluation by the Nominating and Corporate Governance Committee and the Board as all other director nominees. For more detailed information on this evaluation process, please refer to the charter of the Nominating and Corporate Governance Committee, which is available on the Company’s website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance-Governance – Corporate Governance Documents”). For additional information regarding our director standards, please refer to our Corporate Governance Guidelines, which isare available on the Company’s website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance-Governance — Governance Documents”).

In order for a director candidate recommended by a shareholder to be included as a nominee in the management proxy circular and proxy statement for an Annual Meeting of Shareholders, such shareholder’s nomination must satisfy the criteria and procedures prescribed under theBritish Columbia Business Corporations Act(“BCBCA”) and in the Company’s Articles. For additional information regarding the deadlines and procedures for submitting such nominations for the 20212022 Annual Meeting of Shareholders, please see the discussion on page 9295 under “Shareholder Proposals and Director Nominations for the 20212022 Annual Meeting of Shareholders.”

NOMINEES FOR ELECTION TO THE BOARD

Each of the proposed director nominees is an incumbent director. Each director nominee elected at the 20202021 Annual Meeting will hold office until the close of the 20212022 Annual Meeting of Shareholders, his or her successor is duly elected or appointed, or such director’s earlier resignation or removal.

The results from the 20192020 election of directors are as follows:

The following narratives provide details about each of the director nominees’ background and experience, and summarizes the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Annual Meeting. In addition, the narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 20192020 and any public company directorships, other than with the Company, held by the nominees during the past five years. The narrative also sets out (i) the number of securities of the Company each director nominee beneficially owned, controlled or directed, directly or indirectly, as of March 2, 2020;1, 2021; (ii) the aggregate value of such securities based on the $23.09$31.75 per share closing price of our Common Shares on March 2, 2020,1, 2021, as reported on the NYSE,NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board. For further detail regarding the share ownership requirement fornon-employee Directors, see the discussion in the section titled “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 28.31. For further detail regarding the share ownership requirement for Mr. Papa, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 53.64.

None ofMessrs. Icahn and Miller were appointed to the Board on March 17, 2021 pursuant to the Nomination Agreement described under “Certain Transactions” beginning on page 90. No other directors or director nominees of the Company were selected for nomination at the Annual Meeting pursuant to any arrangement or understanding. None of the directors or director nominees are related by blood, marriage or adoption to one another or to any executive officer of the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board is committed to sound and effective corporate governance practices with the goal of ensuring the Company’s financial strength and overall business success. Our governance practices are periodically assessed against those practices suggested by recognized governance authorities and are designed to maintain alignment with shareholder interests and key governance best practices.

Director Independence

The Board believes that, in order to be effective, our Board must be able to operate independently of management. As described in our Corporate Governance Guidelines, available on our website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance-Governance — Corporate Governance Documents”), a sufficient number of directors must satisfy the applicable tests of independence, such that the Board complies with all independence requirements under corporate and securities laws and stock exchange requirements applicable to the Company. The Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee, as well as the Board, reviews the relationships that each director has with the Company in order to satisfy itself that these independence criteria have been met. On an annual basis, as part of our disclosure procedures, all directors complete a questionnaire pertaining to, among other things, share ownership, family and business relationships, and director independence standards. The Board must then disclose in the Company’s annual management proxy circular and proxy statement the identity of each of the independent directors and the basis for the Board’s determination for each of the directors who are not independent.

The Board is currently comprised of eleventhirteen members. The Board has determined that tentwelve of our eleventhirteen current directors (or 91%92%) are “independent directors” within the meaning of applicable regulatory and stock exchange requirements in Canada and the United States, as none of them have a material relationship with the Company that could be reasonably expected to interfere with their exercise of independent judgment. The tentwelve independent directors currently on the board are: Mr. Ross (Lead Independent Director), Mr. De Schutter, Mr. Hale, Mr. Icahn, Dr. Karabelas, Ms. Kavanagh, Mr. Miller, Mr. Paulson, Mr. Power, Mr. Robertson, Dr. von Eschenbach, and Dr. Wechsler.

None of our current directors (all of whom are director nominees) have entered into employment, service or similar contracts with us, with the exception of Mr. Papa. On April 25, 2016, Mr. Papa entered into an employment agreement with the Company as its Chairman of the Board and CEO.Chief Executive Officer (“CEO”). For this reason, the Board has determined that he is not an independent director and will not be eligible to serve on the Audit and Risk Committee, the Talent and Compensation Committee, or the Nominating and Corporate Governance Committee.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our Board may determine from time to time the most effective leadership structure for the Company, including whether the same individual should serve both as Chairman of the Board and the Chief Executive Officer (“CEO”).CEO. Mr. Papa, our CEO, , also serves as Chairman of the Board. Due to thein-depth knowledge of the Company’s operations gained by serving as CEO, Mr. Papa is well positioned to identify and lead Board deliberations regarding important matters relating to the Company’s operations, strategic priorities, and overall development. The Board believes that serving as both CEO and Chairman of the Board enables Mr. Papa to facilitate effective communication between Company management and the Board and to

ensure key issues and recommendations are brought to the attention of the Board. The Board believes that this leadership structure, in conjunction with the appointment of a Lead Independent Director, is the most effective for the Company at this time, and that the existing corporate governance practices effectively achievesachieve independent oversight and management accountability.

Committee, and the Science and Technology Committee. In addition, on June 3, 2020, the Board established an ad hoc Special Transactions Committee to assist with evaluating strategic alternatives, including the proposed separation of the Company’s eye health business into an independent, publicly traded entity.

Directors are expected to attend and participate in substantially all meetings of the Board and of all committees on which they serve. The Board and Board committee attendance records of ourfor all directors atwho served on the Board and committee meetings held during 20192020 are set forth below.

of Business Conduct (as described below); (vii) reviewing the Company’s principal risks and assessing whether appropriate systems are in place to manage such risks; and (viii) ensuring the integrity and adequacy of the Company’s internal controls.

The Board Charter is attached to this Proxy Statement as Exhibit A and is available on our website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance – Corporate Governance Documents”).

Position Descriptions

The Board has developed written position descriptions for the Chairman of the Board, the CEO, the Lead Independent Director, and the Chairpersons of each of the Audit and Risk Committee, the Nominating and Corporate Governance Committee, the Talent and Compensation Committee, the Finance and Transactions

All individuals subject to the Standards are obligated to promptly report violations and potential violations of law, the Standards, or policies of the Company referenced in the Standards. Such violations or suspected violations may be reported to the appropriate Company representative, or anonymously and confidentially through the Company’s business ethics hotline. All potential violations must in turn be reported to the Company’s General Counsel or Chief Compliance & Ethics Officer. The Board has established reporting procedures in order to encourage employees and directors to raise concerns regarding matters addressed by the Standards on a confidential basis free from discrimination, retaliation or harassment. Employees of the Company who violate the Standards may face disciplinary actions, including dismissal.

Code of Ethics

Our Standards also include a Code of Ethics for the CEO and Senior Finance Executives (the “Code of Ethics”), which is designed to deter wrongdoing and promote (i) honest and ethical conduct in the practice of

Our management is responsible for identifying, assessing and managing our exposure to various risks. The global Enterprise Risk Management (“ERM”) office, which reports to our Executive Vice President and General Counsel, was established to assist with this process. Our ERM office routinely meets with the Company’s Executive Committee and members of senior leadership to (i) identify emerging risks across the Company’s operations; (ii) review, assess and prioritize identified risks; and (iii) develop risk mitigation plans, and each quarter provides the Audit and Risk Committee assistswith updates on these activities. Risks identified through this process include those related to our R&D pipeline, strategic planning, debt and finance, human capital, IT and cybersecurity, business disruption, and legal and compliance. During 2020, the ERM office expanded this process to include risks across all risk categories arising from the COVID-19 pandemic.

While our executive officers and members of our senior leadership team are responsible for our day-to-day risk management, including identifying risks and implementing risk mitigation plans, our Board in monitoringis responsible for promoting a culture of risk management within the Company and overseeing the Company’s Standardsprincipal risks and assessing whether appropriate systems are in place to manage such risks. The Board exercises its risk management,oversight responsibilities both directly as well as through its standing committees. The Board committees regularly review and discuss risk topics that fall under the duties and responsibilities described in their committee charters, as summarized below, and report to the Board any significant risks identified during their review. The Board discusses those risks, and also receives regular reports regarding material legal, IT and cybersecurity, commercial, finance and business development matters.

The Audit and Risk Committee, in addition to its oversight of the ERM office as described above, oversees risks relating to (i) financial statements, reporting and internal controls; (ii) technology, information security and cybersecurity; (iii) compliance and ethics programs, including with respect to cybersecurity risks, provides oversight for the Company’s global ethics and healthcare compliance program, and oversees the Company’s receipt and handling of business ethics reports received pursuant tothrough the Company’s Business Ethics Reporting Program. Various other committees of the Board also have responsibility for monitoring risk management in specific areas. For example, thereporting program; and (iv) legal and regulatory issues.

The Talent and Compensation Committee annually reviewsoversees risks related to human capital and discusses with management the relationship betweencompensation, including (i) the Company’s compensation policies and practicespractices; (ii) the Company’s incentive and itsequity compensation plans; (iii) workforce staffing; and (iv) executive and senior leadership succession. For additional information regarding the Talent and Compensation Committee’s oversight of risk management, including the extentrelating to which thosecompensation policies and practices, create risks for the Company. Seesee “Talent and Compensation Committee — Compensation Risk Determination” below. In addition,on page 65.

The Nominating and Corporate Governance Committee provides oversight with respect to risks related to the Company’s corporate governance, including: (i) the composition, size, structure, and effectiveness of the Board and its committees; (ii) director succession; (iii) director independence; and (iv) the Company’s corporate governance policies and practices.

The Finance and Transactions Committee oversees risks relating to the Company’s (i) debt; (ii) credit and liquidity; (iii) capital structure; and (iv) business development activities.

The Science and Technology Committee oversees risks relating to (i) the Company’s product pipeline; (ii) R&D initiatives; and (iii) regulatory matters.

ESG and Sustainability; Board Oversight

Our vision is to continue to be a trusted health care partner, and our mission is improving people’s lives with our health care products. Bausch Health’s mission is supported by the following five guiding principles that are foundational to our success and future growth, and provide direction for the company:

Our mission and five guiding principles define how we approach ESG matters. Based on them, we have framed our ESG work around five key ESG commitment areas:

We believe that focusing on these commitment areas are integral to the success of the Company and the health of the communities we operate in and serve. We publish a corporate social responsibility (“CSR”) report that highlights our corporate responsibility commitments. The CSR report provides an overview of our ESG practices and programs. Our 2019 CSR report is available on our website at www.bauschhealth.com (under the tab “Responsibility” and under the subtab “CSR Report”). Neither the CSR report nor our website are incorporated by reference to this proxy statement.

Board Oversight of ESG Matters

Each of the Board, the Audit and Risk Committee, the Nominating and Corporate Governance Committee, periodically providesand the Talent and Compensation Committee shares responsibility for oversight with respect to risks associated withof various aspects of our corporate governanceESG practices and programs. Our Talent and Compensation Committee oversees our human capital management programs, and the processes, policies and practices, includinggovernance related to our Corporate Governance Guidelines. Theexecutive compensation practices. Our Audit and Risk Committee oversees our compliance and ethics program. Finally, our Nominating and Corporate Governance Committee also oversees our Board governance practices, environmental and reviews evaluations ofsustainability programs, and corporate governance policies. In its oversight role, the Board receives periodic updates from each of these standing committees and from management, including on the Company’s environmental and sustainability efforts and programs.

Key Areas of Focus and Progress

Below are a few examples of initiatives we have undertaken with respect to each of our five ESG commitment areas:

I. Operate with Integrity

II. Respect the Environment

III. Advance Global Health & Patient Care

IV. Improve our Communities

V. Employee Growth and Well-Being

Board Committees

During 2019,2020, the Board had five standing committees: the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee, the Finance and Transactions Committee, and the Science and Technology Committee. In addition, on June 3, 2020, the Board established an ad hoc Special Transactions Committee to assist with evaluating strategic alternatives, including the proposed separation of the Company’s eye health business into an independent, publicly traded entity. No member of any committee is presently an employee of the Company or its subsidiaries. The specific responsibilities of each of the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee, the Finance and Transactions Committee, and the Science and Technology Committee are identified in the respective committee’s charter. Copies of the charters for each of the foregoing committees are available on our website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance — Corporate Governance Documents”) and are also available in print to shareholders upon request submitted to Investor Relations, Bausch Health Companies Inc., 2150 Saint ElzearElzéar Blvd. West, Laval, QuebecQuébec H7L 4A8, Canada.

The Chairman of the Board and the Chairperson of each of the Audit and Risk Committee, the Talent and Compensation Committee and the Nominating and Corporate Governance Committee are expected to be available to respond to questions from shareholders at the Annual Meeting.

The table below sets forth each current director’s membership on our standing Board committees.

Audit and Risk Committee

The Audit and Risk Committee is comprised of four independent directors: Mr. Robertson (Chairperson), Ms. Kavanagh, Mr. Power and Mr. Ross. The responsibilities, powers and operation of the Audit and Risk Committee are set out in the written charter of the Audit and Risk Committee. Pursuant to the Audit and Risk Committee Charter, each member of the Audit and Risk Committee is an independent director as defined and required by applicable regulatory and stock exchange rules. The Board has concluded that each member of the Audit and Risk Committee is “financially literate” as defined under National Instrument52-110 — Audit Committeesand as required under NYSE rules, and each of Mr. Robertson and Ms. Kavanagh qualify as an “audit committee financial expert” under the regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”).

the compensation of our CEO, evaluating the CEO’s performance in light of those goals and objectives, and (either as a committee or together with the other independent directors who satisfy the independence,“non-employee” and “outside director” requirements under the Talent and Compensation Committee Charter) determining and approving the compensation of the CEO based on such evaluation; (ii) reviewing and approving each element of total compensation for all officers (as such term is defined in Rule16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); (iii) reviewing and approving arrangements with executive officers relating to their employment relationships with us; (iv) reviewing talent management and succession planning materials for key roles; (v) providing strategic supervision of our benefit plans, programs and policies; and (vi) reviewing and recommending to the Board for approval the Compensation Discussion & Analysis to be included in the Company’s annual management proxy circular and proxy statement and/or annual report on Form10-K, and preparing the Talent and Compensation Committee Report.

Succession Planning

The Board regularly undertakes a thorough review of succession planning for the members of the Company’s Executive Committee, including our CEO, over the course of the year, led by the efforts of the Talent and Compensation Committee. The Talent and Compensation Committee continuously reviews the Executive Committee and key positions within the Company to ensure the continuity and comprehensiveness of succession planning companywide.company-wide. Among other factors, the Talent and Compensation Committee considers the level of representation of women in executive officer and managerial positions when making appointments and during succession planning by taking into account the overall number of women currently serving in such roles at the Company and by actively considering women candidates for such positions when they become available; however, the Company does not have a specific target number or date by which to achieve a specific level of representation of women in executive officer and managerial positions, as it considers a multitude of factors in determining the best person for any position. Women currently lead a substantial portion of our businesses and

of the Board and each committee with their respective charters, the adequacy of information provided, the skills and experience of the members, and other matters. The results of the individual directors’ surveys are compiled by the Chairperson of the Nominating and Corporate Governance Committee and presented to the Lead Independent director and Chairman of the Board for discussion. Following these discussions, the Chairperson of the Nominating and Corporate Governance Committee provides a report to the full Board identifying the opportunities for improvement identified in the self-assessment process. The Board has previously conducted periodic peer reviews of the directors to supplement the annual Board and committee self-assessments and will do so again when the Board determines peer reviews will add value to these annual self-assessments. The Nominating and Corporate Governance Committee also makes recommendations to the Board regarding director compensation and may retain advisors to assist with evaluating and making these recommendations. For additional information regarding the compensation of ournon-employee directors, and the role of the Nominating and Corporate Governance Committee in reviewing and recommending changes tonon-employee director compensation, please see “Director Compensation” beginning on page 69.81.

EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

Below is a description of each executive officer who is not also a director nominee of the Company.

PAUL S. HERENDEEN has been our Executive Vice President and Chief Financial Officer since August 2016. Effective June 1, 2021, Mr. Herendeen will step down from his role as Chief Financial Officer, and will be appointed to the newly created role of Advisor to the Chairman and CEO. Prior to joining Bausch Health, he served as Executive Vice President and CFO of Zoetis Inc. for two years., an animal health and pharmaceuticals company, from 2014 to August 2016. From 2005 to 2013 and from 1998 to 2001, Mr. Herendeen served as CFO at Warner Chilcott, a specialty pharmaceuticals company. He rejoined Warner Chilcott after four years as EVP and CFO of MedPointe Pharmaceuticals, a privately held healthcare company, where he served as CFO from 2001 until 2005. Prior to that, Mr. Herendeen spent nine years as a principal investor at both Dominion Income Management and Cornerstone Partners, where he worked on investments as well as mergers and acquisitions for the firms and their portfolio companies. He spent the early part of his career in banking and public accounting, having held various positions with the investment banking group of Oppenheimer & Company, the capital markets group of Continental Bank Corporation and as a senior auditor with Arthur Andersen & Company. Mr. Herendeen has been a director of Elanco Animal Health Inc., a publicly traded animal health company, since December 2020. Mr. Herendeen earned a Master of Business Administration from the University of Virginia’s Darden School of Business and holds a bachelor’s degree in Business Administration from Boston College.

CHRISTINA M. ACKERMANN has been our Executive Vice President, and General Counsel since August 2016.2016, and from July 2020 has also served as Head of Commercial Operations. Prior to joining Bausch Health, Ms. Ackermann was part of the Novartis group of companies for the 14 years, most recently serving as Senior Vice President, General Counsel for Alcon, where she was responsible for the Legal, Intellectual Property and Compliance functions. She previously served as Global Head, Legal and General Counsel at Sandoz, the generics division of Novartis, from 2007 to 2012. She joined Novartis Pharma in 2002 as Head, Legal Technical Operations and Ophthalmics and assumed the role of Head Legal General Medicine in July 2005. Before Novartis, Ms. Ackermann served in Associate General Counsel roles with Bristol Myers Squibb and DuPont Pharmaceuticals, as well as in private practice, where she focused on securities and mergers & acquisitions. Ms. Ackermann has been a director of Graybug Vision, Inc., a publicly traded biopharmaceutical company, since August 2020. Ms. Ackermann has a Post Graduate Diploma in EC Competition Law from King’s College, the University of London, U.K., a Bachelor of Laws from Queen’s University, Kingston, Canada, and attended York University, Toronto, Ontario, for her undergraduate studies in Math, Political Sciences and Fine Arts.

THOMAS J. APPIO has been our President &Co-Head Bausch + Lomb/International since August 2018, and was previously our Executive Vice President, Company Group Chairman, International from August 2016 until July 2018. Prior to joining Bausch Health in 2013, Mr. Appio served in several positions with Bausch + Lomb, including as Vice President, North Asia/Japan and as Managing Director, Greater China and Japan. Prior to joining Bausch + Lomb, Mr. Appio served 23 years with Schering-Plough in a wide range of leadership and operations responsibilities. Mr. Appio has spent over 20 years working in the Asia Pacific region. Mr. Appio holds a Bachelor of Science in Accounting from Arizona State University, W.P. Carey School of Business.

JOSEPH F. GORDON has been our President &Co-Head Bausch + Lomb/International since August 2018. He previously served as our President, Consumer and Vision Care from December 2016 through July 2018 and as General Manager of U.S. Consumer from August 2013 to November 2016. Prior to joining Bausch Health in 2013, Mr. Gordon served in various positions with Bausch + Lomb, where he most recently served as Vice President,

OWNERSHIP OF THE COMPANY’S SECURITIES

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of our Common Shares and the percentage of Common Shares owned beneficially by holders of more than 5% of our outstanding Common Shares as of March 2, 2020.1, 2021 (unless otherwise noted).

OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 2, 20201, 2021 (unless otherwise noted below), certain information regarding the beneficial ownership of our Common Shares and the percentage of Common Shares beneficially owned by (i) each director and each director nominee,nominee; (ii) each executive officer named in the Summary Compensation Table on page 5667 (together, the “named executive officers,” or “NEOs”),; and (iii) all directors and executive officers as a group. None of the shares held by directors and executive officers included in the table are pledged as security.

Based solely upon its review of the copies of such forms it received, or written representations from certain reporting persons for whom no such forms were required, the Company believes that during fiscal year 2019,2020, all executive officers, directors and 10% beneficial owners of the Company timely filed all forms required by Section 16(a) except for the following: Dr. Wechsler and Messrs.Mr. De Schutter Paulson and Robertson each filed one late Form 4 each relating to a single transaction.transaction, and Mr. Humphries filed two late reports relating to nine transactions.

EXECUTIVE COMPENSATION AND RELATED MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) section describes our compensation approach and programs for our named executive officers (“NEOs”)NEOs for 2019.2020. Our NEOs for 20192020 are:

20192020 Business Results

In 2019Our global and diversified business model continued to enable us to be well-positioned for growth, despite the significant challenges resulting from the COVID-19 pandemic. When the pandemic began, our top priorities were to ensure the health and safety of our employees and to protect our global supply chain in order to continue to provide access to our health care products around the world.

Given the unpredictability presented by the global pandemic, we deliveredfocused on driving market share for our “pivotkey products, reaching customers in new ways, executing on new product launches, and optimizing our cost structure. Throughout 2020, we carefully managed our expenses, prioritized our resources strategically, and maintained ample supply of our health care products for our customers and patients.

Starting in Q3 2020, our financial results began to offense” strategy, with eight consecutive quartersdemonstrate strong signs of total company organic growth and our first full year of reported revenue growth since 2015. We repaid approximately $900 million of debt using cash generatedrecovery from operations in 2019, while increasing our investment in R&D by 14%, or $58 million.COVID-19. We achieved the following financial results for 2019:2020:

In addition to our focus on addressing the challenges created by the global pandemic, on August 6, 2020, we announced our intention to separate our eye-health business into an independent publicly traded entity, establishing two separate companies – a fully integrated, pure play eye-health company built on the iconic Bausch + Lomb brand, and a diversified pharmaceutical company with leading positions in gastroenterology, aesthetics/dermatology, neurology and international pharmaceuticals. The timing of the completion of the separation will be tied to the achievement of several key milestones, including receiving required regulatory approvals.

Please see Appendix 1 for a reconciliation of our GAAP tonon-GAAP financial measures and related disclosures.

Our Compensation Philosophy

Bausch Health’s compensation philosophy is designed to attract, retain, and motivate executives, including our NEOs, who are committed to the ongoing transformation of our company and to improving people’s lives through our products. Our compensation program is intended to link executive compensation to long-term business performance, while providing compensation opportunities that are competitive as compared to our peers and align the interests of our executives with those of our shareholders. Our programs also balance appropriate risk takingrisk-taking and incorporate shareholder feedback.

A significant portion of total compensation is linked to satisfying our financial targets and strategic initiatives, in addition to achieving positive total returns to shareholders.

In determining the appropriate mix of base salary and incentive pay (including annual cash incentives and long-term equity) for our NEOs, the Talent and Compensation Committee seeks to balance:

shareholders’ votes cast voted in favor of our executive compensation program. We believe these favorable results indicate strong support for continuing our current executive compensation program.

Since our 2016 Annual Meeting of Shareholders, we have had significant dialogue and engagement with our shareholders in order to solicit feedback on our compensation philosophy and underlying programs through direct engagement with shareholders and during investor meetings and conferences. Members of our Talent and Compensation Committee directly engaged with 8 shareholders in April 20192020 representing approximately 19%24% of our outstanding shares at that time. Consistent with our favorable“say-on-pay” results, shareholders continued to provide their support during these meetings for how our executive compensation program has evolved in recent years.

The Talent and Compensation Committee is committed to ongoing engagement with our shareholders and will continue to solicit and consider the feedback received from shareholders regarding our executive compensation program.

Compensation Process

Role of the Talent and Compensation Committee

Our Board’s Talent and Compensation Committee, which is comprised entirely of independent directors, is responsible for implementing, monitoring, and evaluating our executive compensation philosophy and objectives and oversees the compensation program for senior executives. The Talent and Compensation Committee reviews and approves, or recommends to the Board for approval, all components of executive pay and reports its decisions to the Board. The Board, with the assistance of the Talent and Compensation Committee, reviews or approves matters related to executive compensation on anas-needed basis. The Committee’s responsibilities and

Peer Group

Each year, the Talent and Compensation Committee reviews its peer group to determine if any changes should be made in order to ensure our peers reflect the businesses in which we compete for talent, and include relevant comparators, such as industry, business focus, and revenue.

For 2019, the Talent and Compensation Committee reviewed the recommendation of its independent compensation consultant, Pay Governance, and did not make any changes to the peer group, that includes the following companies:

As a result of recent and potential upcomingdiscussed in our 2020 proxy, changes to certain members of our peer group includingwere anticipated and these mergers have now been completed, impacting three companies in our peer group – AbbVie completed the completed acquisition of Celgene byAllergan and Bristol-Myers Squibb completed the acquisition of Celgene.

Considering these changes, Pay Governance, the Committee’s independent compensation consultant, completed an independent screening process utilizing objective criteria to review current peers and search for potential new peers to include. The primary criteria for completing this process included industry, business focus, revenue, market capitalization, enterprise value and R&D expenditure. Other considerations included ISS and Glass Lewis peer groups for Bausch Health and companies for whom we are listed as a peer. For 2020, the announcement that AbbVie will acquire Talent and Compensation Committee reviewed this recommendation and updated our peer group based on these criteria to include the following companies:

Allergan, theBristol Meyers Squibb, Celgene, and Mallinckrodt were removed and Alcon, Baxter International, CooperCompanies, Teva, and Zimmer Biomet were added. The Talent and Compensation Committee will again review this peer group to determine what changes should be made in 2020.2021, including as a result of the combination of Mylan with Pfizer’s Upjohn unit that formed Viatris and Pfizer’s pending acquisition of Alexion.

a result of these discussions, the Committee approved one interim change for 2020 only to the annual incentive program payout calculation, as described in more detail below. No changes were made to outstanding awards under our long-term incentive program or to other benefits during 2020 as a result of the pandemic.

Base Salary

We set our base salaries at competitive levels necessary to attract and retain top performing senior executives, including our NEOs. Base salaries provide an amount of fixed compensation to each senior executive for the performance of their core duties.

Base salaries are periodically reviewed as part of our performance review process, as well as upon a promotion or other change in job responsibilities. To the extent base salaries are adjusted, the amount of any such adjustment would reflect a review of competitive market data, consideration of relative levels of pay internally, individual performance of the executive, and any other circumstances that the Talent and Compensation Committee determines are relevant.

The NEOs Base Salaries are as follows: