Bausch Health (BHC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, to be held virtually, with voting on key proposals including director elections, executive compensation, employee stock purchase plan, and auditor appointment.

• Board recommends voting FOR all proposals: ten director nominees, advisory approval of executive compensation, the 2025 Employee Stock Purchase Plan, and appointment of PwC as auditor.

• Shareholders of record as of March 14, 2025, are eligible to vote; proxy materials are available online and by mail.

Voting matters and shareholder proposals

• Proposals include election of ten directors for one-year terms, advisory vote on executive compensation, approval of the 2025 Employee Stock Purchase Plan, and appointment of PwC as auditor.

• Board is not aware of any other matters to be brought before the meeting.

• Shareholder proposals and director nominations for the 2026 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; Chairperson and CEO roles are separated.

• Board diversity policy targets at least 20% women and 30% racially/ethnically diverse directors; current nominees meet these targets.

• Five standing committees: Audit and Risk, Talent and Compensation, Nominating and Corporate Governance, Finance and Transactions, and Science and Technology.

• Directors are subject to share ownership guidelines and annual self-assessments; ongoing director education is provided.