| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 27, 2024, Mr. Richard De Schutter notified Bausch + Lomb Corporation (the “Company”) of his decision to not stand for re-election as a member of the Company’s Board of Directors (the “Board”) at the upcoming 2024 annual meeting of shareholders of the Company (the “2024 Annual Meeting”). The retirement of Mr. De Schutter, which will be effective as of the date of the 2024 Annual Meeting, is not the result of any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. The Company expresses its appreciation for Mr. De Schutter’s service as a member of the Board.
Also on February 27, 2024, the Company approved a temporary increase of the size of the Board to eleven members and Ms. Karen Ling was appointed as a director of the Company, each effective immediately. The Board has determined that Ms. Ling is independent in accordance with applicable New York Stock Exchange and Toronto Stock Exchange rules and applicable securities laws. The Board has not determined at this time the committees, if any, to which Ms. Ling will be appointed.
Ms. Ling is the former Executive Vice President and Chief Human Resources Officer at American International Group, Inc. and, prior to that, at Allergan. She previously held senior human resources roles at Merck and Wyeth. Ms. Ling is currently a director and chair of the Compensation and Human Capital Management Committee of iRythym Technologies and has served on the Boards of Mallinckrodt Plc and TherapeuticsMD Inc. She also serves as a member of the Advisory Committee of Galderma. Additionally, Ms. Ling is a member of the board of two nonprofits: ExpandEd Schools and the JED Foundation. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law.
Ms. Ling will participate in the Company’s non-employee director compensation program and has entered into the Company’s standard form of director indemnification agreement.
Following the retirement of Mr. De Schutter in connection with the 2024 Annual Meeting, the size of the Board is expected to revert to ten members.
| Item 7.01. | Regulation FD Disclosure. |
On February 28, 2024, the Company issued a press release announcing the foregoing updates. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
