COOPER COMPANIES INC
For the period ended Apr 2, 2025. Filed Feb 19, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2025 · Filed Feb 19, 2025
COO$62.36-1.8%Stored close · as of Nov 6, 2026
Contents
Nicholas S. Khadder
Vice President, General Counsel, and Secretary
Dated: February 19, 2025
Table of Contents
| PROXY SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 5 |
| Role of the Board | 5 |
| Board Leadership | 5 |
| Board Independence | 5 |
| Board Meetings and Attendance | 6 |
| Annual Board and Committee Self Evaluations | 6 |
| Related Party Policy and Transactions | 6 |
| Board and Committee Structure | 7 |
| Board of Directors’ Role in Risk Oversight | 9 |
| Corporate Governance Policies | 10 |
| AUDIT MATTERS | 12 |
| Report of the Audit Committee | 14 |
| DIRECTORS | 15 |
| Director Nomination Process | 15 |
| The Nominees | 15 |
| Compensation of Directors | 24 |
| EXECUTIVE OFFICERS OF THE COMPANY | 27 |
| EXECUTIVE COMPENSATION | 31 |
| Compensation Discussion and Analysis | 31 |
| Report of the Organization & Compensation Committee | 45 |
| Executive Compensation Tables | 46 |
|---|---|
| Summary Compensation Table | 46 |
| Grants of Plan Based Awards | 48 |
| Outstanding Equity at Fiscal Year-End | 49 |
| Option Exercises and Stock Vested | 51 |
| Pension Benefits | 51 |
| Potential Payments Upon Termination or a Change in Control | 52 |
| Pay Versus Performance | 56 |
| CEO Pay Ratio | 60 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 61 |
| PROPOSAL 2 — AMENDMENT OF CERTIFICATE OF INCORPORATION | 62 |
| PROPOSAL 3 — RATIFY INDEPENDENT AUDITOR | 64 |
| PROPOSAL 4 — ADVISORY VOTE ON EXECUTIVE COMPENSATION | 65 |
| OTHER INFORMATION | 66 |
| Ownership of the Company | 66 |
| Delinquent Section 16(a) Reports | 68 |
| Stockholder Proposals and Nominations for Director | 69 |
| General Information | 70 |
| APPENDIX A | 74 |
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 75 |
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