Cooper Companies, Inc DEFA14A, filed Jan 30, 2023
Cooper Companies, Inc. (COO)
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
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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: |
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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
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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. |
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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.)
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Your Vote Counts! |
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THE COOPER COMPANIES, INC.
2023 Annual Meeting Vote by March 14, 2023 11:59 PM ET |
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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.
| * | 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. |
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| Voting Items | Board Recommends | |
| 1. Election of Directors |
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Nominees: |
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1A Colleen E. Jay |
For | |
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1B William A. Kozy |
For | |
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1C Cynthia L. Lucchese |
For | |
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1D Teresa S. Madden |
For | |
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1E Gary S. Petersmeyer |
For | |
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1F Maria Rivas, MD |
For | |
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1G Robert S. Weiss |
For | |
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1H Albert G. White III |
For | |
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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; |
For | |
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3 Approval of the 2023 Long Term Incentive Plan for Employees; |
For | |
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4 An advisory vote on the compensation of our named executive officers as presented in the Proxy Statement; |
For | |
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5 Advisory vote on the frequency with which executive compensation will be subject to a stockholder advisory vote; and |
Year | |
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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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