DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒

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))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

The Cooper Companies, Inc.

(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):

 

No fee required

 

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

 

 

 


Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

THE COOPER COMPANIES, INC.

To Be Held On:

March 15, 2023 at 8:00 a.m., (P.D.T.), at the offices of The Cooper Companies, Inc.,

6101 Bollinger Canyon Road, Suite 500, San Ramon, CA 94583

 

 

 

  COMPANY NUMBER  

 

   
 

 

  ACCOUNT NUMBER

 

                       
 

 

  CONTROL NUMBER

 

   

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 3/1/2023.

Please visit investor.coopercos.com/financial-information, where the following materials are available for view:

 

   

•  Notice of Annual Meeting of Stockholders

   

•  Proxy Statement

   

•  Form of Electronic Proxy Card

   

•  Annual Report on Form 10-K

     TO REQUEST MATERIAL:   TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)
    E-MAIL: info@astfinancial.com
    WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
     TO VOTE:      LOGO      ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
    IN PERSON: You may vote your shares in person by attending the Annual Meeting.
    TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.
    MAIL: You may request a card by following the instructions above.
    PLEASE NOTE THAT YOU CANNOT USE THIS NOTICE TO VOTE BY MAIL.

 

In their discretion, the proxies are authorized to vote for the election of such substitute nominee(s) for directors as such proxies may select in the event that any nominee(s) named herein become unable to serve, and on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ITEMS 1 THROUGH 4, AND FOR “ONE YEAR” FOR ITEM 5.

 

1. ELECTION OF EIGHT DIRECTORS.

 

Colleen E. Jay

 

William A. Kozy

 

Cynthia L. Lucchese

 

Teresa S. Madden

 

Gary S. Petersmeyer

 

Maria Rivas, M.D.

 

Robert S. Weiss

 

Albert G. White III

 

 

2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for The Cooper Companies, Inc. for the fiscal year ending October 31, 2023;

 

3. Approval of the 2023 Long Term Incentive Plan for Employees;

 

4. An advisory vote on the compensation of our named executive officers as presented in the Proxy Statement;

 

5. Advisory vote on the frequency with which executive compensation will be subject to a stockholder advisory vote; and

 

6. Transact any other business that may properly come up before the meeting or any continuations, adjournments or postponements thereof.


 

 

 

 

0                     LOGO

PROXY

THE COOPER COMPANIES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MARCH 15, 2023

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of The Cooper Companies, Inc., a Delaware corporation, hereby appoints BRIAN G. ANDREWS, NICHOLAS D. KHADDER, DANIEL G. MCBRIDE AND ALBERT G. WHITE III, and each of them, proxies, with full power of substitution, to vote all of the shares of common stock of The Cooper Companies, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of The Cooper Companies, Inc. to be held at the offices of The Cooper Companies, Inc., 6101 Bollinger Canyon Road, Suite 500, San Ramon, CA 94583 at 8:00 a.m., (P.D.T.), and at any continuations, adjournments or postponements thereof, as set forth on the reverse, and in their discretion upon any other business that may properly come before the meeting.

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ITEMS 1 THRU 4, AND FOR “ONE YEAR” FOR ITEM 5, AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 6.

(Continued and to be signed on the reverse side.)

 

LOGO   1.1    14475   LOGO


LOGO

 

                 LOGO

                                
                  
 

 

    Your Vote Counts!    

          
 

 

                                     THE COOPER COMPANIES, INC.

 

                                     2023 Annual Meeting

                                         Vote by March 14, 2023

                                         11:59 PM ET

        
   
 

LOGO                             

                    

   
   
   
   
   

    

   
     
                                       
            

You invested in THE COOPER COMPANIES, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on March 15, 2023.

Get informed before you vote

View the Form 10-K, Notice & Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to March 01, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

 

LOGO

 

 

 

  *

If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.ProxyVote.com or request a paper copy of the materials, which will contain the appropriate instructions. Please check the meeting materials for any special requirements for meeting attendance.


  Vote at www.ProxyVote.com                        Control # XXXX XXXX XXXX XXXX

 

 

 

  THIS IS NOT A VOTABLE BALLOT

 

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

  LOGO

 

 

  Voting Items   

Board

Recommends

 

1.   Election of Directors

  
 

      Nominees:

  
 

1A  Colleen E. Jay

   LOGO For
 

1B   William A. Kozy

   LOGO For
 

1C   Cynthia L. Lucchese

   LOGO For
 

1D  Teresa S. Madden

   LOGO For
 

1E   Gary S. Petersmeyer

   LOGO For
 

1F   Maria Rivas, MD

   LOGO For
 

1G  Robert S. Weiss

   LOGO For
 

1H  Albert G. White III

   LOGO For
 

2    Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for The Cooper Companies, Inc. for the fiscal year ending October 31, 2023;

   LOGO For
 

3    Approval of the 2023 Long Term Incentive Plan for Employees;

   LOGO For
 

4    An advisory vote on the compensation of our named executive officers as presented in the Proxy Statement;

   LOGO For
 

5    Advisory vote on the frequency with which executive compensation will be subject to a stockholder advisory vote; and

   LOGO Year

NOTE: Transact any other business as may properly come up before the meeting or any continuations, adjournments or postponements thereof.

Under New York Stock Exchange rules, brokers may vote “routine” matters at their discretion if your voting instructions are not communicated to us at least 10 days before the meeting. We will nevertheless follow your instructions, even if the broker’s discretionary vote has already been given, provided your instructions are received prior to the meeting date.

 

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