Bausch & Lomb Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten director nominees to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   Proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation for named executive officers (NEOs). Management seeks endorsement to validate their pay-for-performance philosophy, which ties a significant portion of NEO pay to financial and strategic targets, uses independent compensation consultants, and includes governance features like clawback policies, share ownership guidelines, performance-based equity, and capped payouts. The advisory vote is used to gauge shareholder sentiment; while nonbinding, the Board and Talent and Compensation Committee will consider results when designing future programs. Key context includes strong prior say-on-pay support (~97% in 2025) and detailed disclosure of AIP, PSUs, RSUs, and CEO employment terms. The Board recommends a vote FOR, arguing the program aligns management and shareholder interests and reflects shareholder engagement and best practices.

3. 3

   Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve increasing the Omnibus Plan share reserve by 25,000,000 common shares (to 77,000,000) to support future equity awards.

   More detail

   The proposal requests shareholder approval to amend and restate the Omnibus Incentive Plan to add 25 million shares to the reserve, increasing the authorized pool to 77 million shares (plus converted awards). Management seeks the increase to preserve ongoing equity grant practices necessary for attracting and retaining talent, to support long-term incentive programs including PSUs, RSUs and options, and to avoid replacing equity with cash which could misalign interests with shareholders. The board’s recommendation is based on analysis of anticipated grant needs, historical burn rate, overhang, and advice from an independent compensation consultant. Approving the increase would raise the overhang from ~12.7% to ~19.7% on a fully-diluted basis (as of Dec 31, 2025), which management characterizes as reasonable dilution to maintain competitive compensation. The plan contains customary governance limits (insider caps, non-employee director caps, no repricing without shareholder approval), transfer restrictions, anti-hedging, and clawback provisions. If not approved, the company may exhaust its reserve and face competitive disadvantages in equity-based talent retention and attraction. The Board recommends a vote FOR.

4. 4

   Appointment of Auditor and Authorization of Board to Fix Remuneration

   ManagementBoard: FOR

   Appoint PricewaterhouseCoopers LLP as auditor for 2026 and authorize the Board to set PwC’s remuneration.

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When is the Bausch & Lomb Corp 2026 annual meeting?

Bausch & Lomb Corp (BLCO) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Bausch & Lomb Corp 2026 meeting?

The record date for the Bausch & Lomb Corp 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bausch & Lomb Corp's 2026 meeting?

The board is presenting 10 director nominees at the Bausch & Lomb Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bausch & Lomb Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Bausch & Lomb Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.