Welcome to Bausch Health Companies Inc.'s 2026 annual meeting of shareholders. Please welcome the Chief Executive Officer of Bausch Health, Tom Appio. In accordance with the company's articles, Mr. Appio will act as chair of the meeting. Mr. Appio, you may begin.
Good morning. I would like to welcome you to the 2026 annual meeting of shareholders. Thank you for attending this meeting virtually and for your ongoing support of the company. First, I would like to introduce our director nominees who are in attendance today. Mr. Christian Garcia has served on our board since 2024. He is the former executive vice president and Chief Financial Officer of BrandSafway and currently serves on the boards of TETRA Technologies and Mueller Water Products, Inc. Mr. Michael Goettler joined our board in 2025. He is the former Chief Executive Officer of Theratechnologies. Ms. Sarah Kavanagh has served on our board since 2016. She also serves on the board of Bausch + Lomb Corporation. Mr. Frank Lee has served on our board since 2024. He is the Chief Executive Officer and board member of Aceragen Biosciences, Inc.
Ms. Sandra Leung joined our board in 2025. She is the former executive vice president and general counsel at Bristol Myers Squibb. Mr. Paulson has served on our board since 2017. He currently serves as our non-executive chairperson. He is the president and portfolio manager of Paulson Capital, Inc. He serves on the board of Bausch + Lomb Corporation and Acadian Asset Management, Inc. Mr. Robert Power has served on our board since 2008. He is a former executive at Wyeth Pharmaceuticals and former faculty member of the Wharton School of Business. Dr. Eiry Roberts is a new director nominee. She is the former chief medical officer of Neurocrine Biosciences, Inc. Dr. Amy Wechsler has served on our board since 2016. She is a board-certified dermatologist and psychiatrist, the founder of Dr. Amy Wechsler Dermatology, and the co-founder of Spotless, Inc.
Next, I'd like to express my thanks to the members of the executive leadership team for their continued support, commitment to the company, and meaningful contributions. We are also joined today by Chris Mutter, a representative of PricewaterhouseCoopers LLP, our independent registered public accounting firm. He will be available during the question and answer session that will be held after the conclusion of the official business of the meeting to respond to any appropriate questions. I would now like to call Ms. Carson, who is serving as the secretary of the meeting, to confirm that the meeting is duly constituted.
Thank you, Mr. Appio. This meeting is held pursuant to a notice that was distributed on or about April 8th, 2026, to each shareholder of record as of the close of business on March 20th, 2026. I have an affidavit of Broadridge Financial Solutions, Inc. attesting to the distribution of the notice of meeting and the proxy statement. The board has authorized me to appoint Anna Hagberg. of CT Hagberg LLC to serve as the scrutineer for this meeting. Ms. Hagberg has informed the company that the count of shares immediately preceding commencement of this meeting indicates that at least 25% of the company's issued and outstanding shares entitled to vote is represented by proxy at today's meeting, which represents the minimum required for a quorum under the company's articles.
Thank you, Ms. Secretary. It is now 9:04 A.M. Eastern Time on Tuesday, May 19th, 2026. Notice having been given and a quorum being present, I hereby declare this meeting duly constituted for the transactions of business. I call the meeting to order.
Thank you, Mr. Appio. I would like to take a moment to briefly explain the voting procedures that will be followed at this meeting. As stated in our proxy statement, three items of business are going to be voted on at this meeting. If you have any questions regarding the items, you may submit them in the field provided in the webcast. I will describe each of the three items, then we will respond to any relevant questions. Finally, please be reminded that recording of this meeting is not permitted.
The first item of business at today's meeting is the submission of the financial statements of the company.
The annual report of the company on Form 10-K, along with the comparative consolidated financial statements of the company as of and for the fiscal year ended December 31, 2025, together with the reports of the auditors and the company's management discussion and analysis, have been mailed to the shareholders of the company who have requested it. These materials are also available on the Internet, as described in the notice regarding Internet availability of proxy materials and on EDGAR and SEDAR+. They are also being made available to you this morning in the web portal for this meeting. I hereby place these materials before the meeting.
The next item is the election directors. 10 nominees for election as directors were named in our proxy statement. The board has proposed that these nominees each serve as a director until the close of the 2027 annual meeting of shareholders. His or her successor is duly elected or appointed, or his or her earlier resignation or removal. Information regarding the nominees proposed by the board is set out in our proxy statement. The board has recommended a vote for electing each of the 10 nominees. The company did not receive notice of any director nominations for the meeting in accordance with our advance notice requirements. Accordingly, the only persons eligible to be nominated for election to the board of directors are the management nominees.
Mr. Appio, I move the following ten individuals be elected as directors of the company. Mr. Appio, Mr. Garcia, Mr. Goettler, Ms. Kavanagh, Mr. Lee, Ms. Leung, Mr. Paulson, Mr. Power, Dr. Eiry Roberts, and Dr. Wechsler.
My name is Kathleen Fitzpatrick, I am a shareholder of the company, and I second the motion.
I now declare the nominations closed. The next item is the advisory vote on executive compensation. The non-binding advisory vote on the compensation of the company's named executive officers is described in our proxy statement. The board has recommended that shareholders vote in favor of this item.
Mr. Appio, I move to approve the non-binding advisory resolution in favor of the executive compensation of the company's named executive officers, as described in the proxy statement.
My name is Kathleen Fitzpatrick, I am a shareholder of the company, and I second the motion.
The third item we will consider is the appointment of PricewaterhouseCoopers LLP as the company's auditors to serve until the close of the 2027 annual meeting of shareholders and to authorize the board to fix the auditor's remuneration. The Audit and Risk Committee of the board has recommended that PricewaterhouseCoopers LLP be appointed by the shareholders as the company's auditors, and that the shareholders authorize the board to fix the auditor's remuneration. The board has endorsed this recommendation.
Mr. Appio, I move that the shareholders appoint PricewaterhouseCoopers LLP as the company's auditors to serve until the close of the 2027 annual meeting of shareholders, and that the shareholders authorize the board to fix the auditor's remuneration.
My name is Kathleen Fitzpatrick, I am a shareholder of the company, and I second the motion.
I will pause for a moment to allow the shareholders to complete their voting before we close the polls. Now that the shareholders have had the opportunity to vote, I declare the polls for the 2026 annual meeting of shareholders of Bausch Health Companies Inc. closed. Ms. Secretary, could you please provide a report on the preliminary voting results?
Mr. Appio, our scrutineer, Ms. Hagberg, has informed me that the preliminary vote report shows that more than a majority of the votes cast have been voted for the election of all nominees as directors, each to hold office until the close of the 2027 annual meeting of shareholders, their respective successors are duly elected or appointed, or such directors earlier resignation or removal for the approval on an advisory basis of the compensation of the company's named executive officers, and for the appointment of PricewaterhouseCoopers LLP as the company's auditors to serve until the close of the 2027 annual meeting of shareholders, and for authorizing the board to fix the auditor's remuneration. The final tabulation of all votes will be included in the minutes of the meeting and will be reported in the company's Form 8-K to be filed with the SEC.
Based on the preliminary results, I hereby declare that all of the nominees for director have been duly elected for such term, the advisory resolution on compensation to be approved, and PricewaterhouseCoopers LLP to be appointed as the company's auditors and the board authorized to fix the remuneration. I congratulate the directors on their election and thank them in advance for their service during the current year. There be no further business to come before this meeting, I declare the meeting to be adjourned. We will now move on to question and answer session.
We now welcome any questions relevant to the business of the meeting that have been submitted through the web portal. As provided in our rules of conduct for this meeting, we ask that you limit yourself to two questions. We may be unable to respond to every question we receive. If we are unable to respond to your question during the question and answer session, we encourage you to contact investor relations via the telephone number or website provided in the rules of conduct for this meeting. I will now read aloud any questions that we have received from shareholders. Mr. Appio, at this time, we have not received any questions from shareholders.
As there are no further matters to address, we thank you everyone for participating in today's meeting and for your continued interest in and support of Bausch Health.
This now concludes the meeting. Thank you for joining, and have a pleasant day.