COOPER COMPANIES, INC.
For the period ended Apr 7, 2026. Filed Feb 24, 2026.
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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 7, 2026 · Filed Feb 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| X | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| X | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Message from our Chief Executive Officer
Dear Stockholder,
Our purpose, Helping People Experience Life’s Beautiful Moments, guides us. It reflects the profound impact we have on more than 50 million people worldwide. And you – our shareholders – allow us to bring this life. Your support enables transformative work across our businesses, and we remain deeply committed to delivering long-term value on your behalf.
Fiscal 2025 was a pivotal year for Cooper, marked by meaningful organizational transformation, resilience, and disciplined execution. Throughout the year, we strengthened our foundation for sustainable growth while advancing our strategic priorities: gaining share in our resilient, expanding markets; driving growth through premium products and innovation; and operating with relentless attention to continuous improvement.
This focus delivered tangible results. We exceeded consensus earnings expectations every quarter, achieved double-digit full-year earnings growth, and outperformed free cash flow expectations. We also raised our long-term free cash flow target to $2.2+ billion through fiscal 2028 reflecting our shift towards greater cash-generation. Our commitment to creating shareholder value was further demonstrated through significant capital returns. In fiscal 2025, we repurchased nearly $300 million of stock and our Board authorized an expansion of our buyback program to $2 billion, which will allow us to continue actively repurchasing shares in fiscal 2026.
Operationally, we delivered significant progress across the organization. We accelerated and completed substantial restructuring activities, finished acquisition-related integration work, advanced facility buildouts, resolved supply chain challenges, and implemented essential IT systems, all with minimal disruption to our customers. Through our OneCooper initiative, we transformed G&A functions into global platforms, unlocking meaningful cost savings and operational efficiencies. These actions are contributing to improved earnings and cash flow.
The accomplishments of fiscal 2025 have set us up for future success. We enter fiscal 2026 with clear priorities: accelerate top-line growth, improve profitability, increase cash generation, and continue returning capital to shareholders. As the #1 contact lens company in the world by wearers and a global leader in fertility and women’s health, our impact is significant, but our opportunities ahead are even greater.
Thank you for your continued trust and support as we continue building a stronger CooperCompanies, positioned to deliver sustainable growth and enduring shareholder value.
Al White
President and CEO, CooperCompanies
2026 Annual Meeting of Stockholders
Notice of Annual Meeting
of Stockholders
Meeting Details
| Date and TimeTuesday, April 7, 20268:00 a.m. (Pacific Time) | LocationThe Cooper Companies, Inc. 6101 Bollinger Canyon Road, Suite 500San Ramon, California 94583 | Record DateFebruary 9, 2026 |
Meeting Agenda
| 1 | Elect nine directors to our Board to serve for one-year terms expiring at the 2027 annual meeting of stockholders | FOR each Director |
| 2 | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2026 | FOR |
| 3 | Approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers | FOR |
These items of business for the 2026 annual meeting of stockholders (the "Annual Meeting") of The Cooper Companies, Inc. ("Cooper", "CooperCompanies", "we" or the "Company") are more fully described in the proxy materials accompanying this notice. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 ("2025 Annual Report") or the Notice of Internet Availability of Proxy Materials are first being mailed or made available to all stockholders of record on or about February 24, 2026.
YOUR VOTE IS IMPORTANT TO US. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote your shares as soon as possible to ensure that your vote is recorded. We look forward to your participation.
By Order of the Board of Directors
Daniel G. McBride
Executive Vice President, Chief Operating Officer, General Counsel and Secretary
Dated: February 24, 2026
Table of Contents
| PROXY SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 5 |
| Role of the Board | 5 |
| Board Committee Structure | 7 |
| Board's Role in Risk Oversight | 9 |
| Corporate Governance Policies | 10 |
| AUDIT MATTERS | 12 |
| Independent Auditor | 12 |
| Procedures for Handling Accounting Complaints | 13 |
| Audit Fees | 13 |
| Pre-Approval Policy and Procedures | 14 |
| Report of the Audit Committee | 14 |
| DIRECTORS | 15 |
| Director Nomination Process | 15 |
| The Nominees | 16 |
| Compensation of Directors | 26 |
| EXECUTIVE OFFICERS OF THE COMPANY | 29 |
| EXECUTIVE COMPENSATION | 32 |
|---|---|
| Compensation Discussion and Analysis | 32 |
| Report of the Organization & Compensation Committee | 48 |
| Executive Compensation Tables | 49 |
| Pay Versus Performance | 59 |
| CEO Pay Ratio | 63 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 64 |
| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 65 |
| PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 66 |
| OTHER INFORMATION | 67 |
| Ownership of the Company | 67 |
| Stockholder Proposals and Nominations for Director | 69 |
| General Information | 70 |
| RECONCILIATION OF SELECTED GAAP RESULTS TO NON-GAAP RESULTS | 74 |
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