COOPER COMPANIES, INC.
For the period ended Apr 7, 2026. Filed Feb 24, 2026.
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 7, 2026 · Filed Feb 24, 2026
Contents
PROXY SUMMARY
2026 Annual Meeting of Stockholders
Proxy Summary
Voting Proposals and Recommendations
| Voting Proposals · Board VoteRecommendations · VoteRequirement · Page Reference | ||||
|---|---|---|---|---|
| 1 | Proposal 1 - Election of Directors | FOR each Director | Majority of Shares Voted | 64 |
| 2 | Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority of Shares Represented | 65 |
| 3 | Proposal 3 - Advisory Vote on Named Executive Officer Compensation | FOR | Majority of Shares Represented | 66 |
Fiscal Year 2025 Business Highlights
| Total Revenue | GAAP Diluted EPS | Non-GAAP Diluted EPS | Free Cash Flow |
|---|---|---|---|
| $4.09B | $1.87 | $4.13 | $434M |
We are a global medical device company focused on helping people experience life’s beautiful moments. We are proud of our successes during the 2025 fiscal year and our momentum entering fiscal 2026.
Fiscal Year 2025 highlights(1) include:
Revenue of $4.09 billion, up 5% from fiscal 2024, up 5% in constant currency, up 4% organically.
Gross margin of 66% compared with 67% in fiscal 2024. Non-GAAP gross margin was 68% compared with 67% in fiscal 2024.
Operating margin of 17% compared with 18% in fiscal 2024. Non-GAAP operating margin was 26% compared with 25% in fiscal 2024.
Cash provided by operations of $796.1 million offset by capital expenditures of $362.4 million resulted in free cash flow of $433.7 million.
The Company repurchased $290.1 million of common stock, approximately 4.1 million shares, at an average price of $69.30.
In September 2025, the Board of Directors (the "Board") expanded the share repurchase program by $1 billion, bringing the total authorization to $2 billion. At the end of the fourth quarter of fiscal 2025, nearly $1 billion remained available for additional repurchases.
During the fourth quarter of fiscal 2025, the Company completed significant reorganization and integration activity. These efforts began in early third quarter of 2025 and advanced quickly with a clear focus on improving operational efficiency and reducing back-office costs. By leveraging prior IT investments and AI capabilities, key support functions were integrated, unlocking meaningful productivity gains. At the same time, acquisition-related integration work was completed, strengthening our platform for scalable growth. In total, this activity resulted in approximately $89 million in cash and non-cash charges, and we expect annual pre-tax savings of approximately $50 million beginning in fiscal 2026.
(1) For a reconciliation between GAAP and non-GAAP measures, see Reconciliation of Selected GAAP Results to Non-GAAP Results.
| CooperCompanies 2026 Proxy Statement | 1 |
|---|
Corporate Governance Highlights
Director Nominees for Consideration at the Annual Meeting
| Committee Memberships | ||
|---|---|---|
| Name · DirectorSince · Age · Audit · CorporateGovernance& Nominating · Organization &Compensation · Independent | ||
| Colleen E. Jay (Chairman) | 2016 | 63 |
| Barbara A. Carbone | 2025 | 67 |
| Lawrence E. Kurzius | 2023 | 68 |
| Cynthia L. Lucchese | 2022 | 65 |
| Teresa S. Madden | 2020 | 70 |
| Maria Rivas, M.D. | 2021 | 62 |
| Walter M Rosebrough, Jr. | 2026 | 71 |
| Robert S. Weiss | 1996 | 79 |
| Albert G. White III (CEO) | 2018 | 56 |
– Committee Chair – Committee Member
Board Composition Snapshot
The following graphs reflect the composition of our Board continuing in office following the Annual Meeting, assuming the election of all nominees:
| 2 | CooperCompanies 2026 Proxy Statement |
Executive Compensation Highlights
Fiscal Year 2025 Compensation Highlights
Our executive compensation program is designed to support our business and compensation objectives, and to reinforce our pay for performance culture through performance-based compensation that rewards achievement of our financial goals and positive stockholder outcomes. In fiscal 2025, our Named Executive Officers ("NEOs") were eligible for a combination of annual cash bonuses and long-term equity incentives provided as a combination of performance-based awards ("PSUs") and time-vested stock options and/or restricted stock units (“RSUs”).
Executive Compensation Practices
Our executive compensation policies and practices reinforce our "pay for performance" philosophy and ensure that compensation is meaningfully tied to the creation of long-term stockholder value. Listed below are highlights of our compensation policies and practices:
Things We Do
Entirely independent Organization & Compensation Committee ("OCC")
Assessment by the OCC of link between compensation and performance at least annually
Review by the OCC of executive compensation program and individual compensation packages at least annually
Use of independent compensation consultants
“Double trigger” (change in control accompanied by an involuntary loss of employment) requirements for receipt of payments and benefits under employment agreements
Annual review of management succession planning process
Robust stock ownership guidelines applicable to our executive officers
Limited perquisites based on specific business rationale
Compensation recovery (“clawback”) policy applicable to executive officer incentive compensation
Exercise discretion to reduce annual cash incentive awards if determined necessary to ensure rigor required to earn incentive compensation
Things We Don’t Do
No guaranteed annual salary increases
No guaranteed annual bonuses or long-term incentive awards
Prohibition on hedging and speculative transactions in Company securities by our officers and directors
No supplemental executive retirement plan or other executive deferred compensation plans
No related party transactions without approval from our Audit Committee ("AC" or the "Audit Committee")
No repricing of long-term incentives without stockholder approval
No tax gross ups for NEOs in connection with “change in control” payments
| CooperCompanies 2026 Proxy Statement | 3 |
|---|
Performance-Based Executive Officer Pay
Approximately 93% of Mr. White’s target total direct compensation for fiscal 2025 was tied to financial and stockholder return outcomes, including 50% of total equity award value granted in the form of PSUs which only vest on achievement of financial performance over a three-year period. Approximately 83% of target total direct compensation for our other NEOs (on average) was tied to financial and/or stockholder return outcomes.
Target Total Compensation Fiscal 2025
| Base Salary | Base Salary |
| Cash Bonus | Cash Bonus |
| Time-Based RSUs/Stock Options | Time-Based RSUs/Stock Options |
| Performance Awards | Performance Awards |
| 4 | CooperCompanies 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.