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COOPER COMPANIES, INC.

For the period ended Apr 7, 2026. Filed Feb 24, 2026.

View on SEC.gov

About 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

COO$62.36-1.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY SUMMARY

2026 Annual Meeting of Stockholders

Proxy Summary

Voting Proposals and Recommendations

Voting Proposals · Board VoteRecommendations · VoteRequirement · Page Reference
1Proposal 1 - Election of DirectorsFOR each DirectorMajority of Shares Voted64
2Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting FirmFORMajority of Shares Represented65
3Proposal 3 - Advisory Vote on Named Executive Officer CompensationFORMajority of Shares Represented66

Fiscal Year 2025 Business Highlights

Total RevenueGAAP Diluted EPSNon-GAAP Diluted EPSFree 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 Statement1

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)201663
Barbara A. Carbone202567
Lawrence E. Kurzius202368
Cynthia L. Lucchese202265
Teresa S. Madden202070
Maria Rivas, M.D.202162
Walter M Rosebrough, Jr.202671
Robert S. Weiss199679
Albert G. White III (CEO)201856

– 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:

2CooperCompanies 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 Statement3

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 SalaryBase Salary
Cash BonusCash Bonus
Time-Based RSUs/Stock OptionsTime-Based RSUs/Stock Options
Performance AwardsPerformance Awards
4CooperCompanies 2026 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.