coo-20240202

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. )

_______________________________________________

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Filed by a Party other than the Registrant [ ]

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The Cooper Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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February 2, 2024

Dear Stockholder:

You are cordially invited to join us at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Cooper Companies, Inc. (the “Company” or “Cooper”), which will be held at 8:00 a.m. (Pacific Time) on Tuesday, March 19, 2024, at our corporate headquarters at 6101 Bollinger Canyon Road, Suite 500, San Ramon, California.

At the Annual Meeting, we will ask our stockholders to vote on the proposals detailed in our Proxy Statement and related materials. We will be providing access to our proxy materials electronically under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, beginning on or about February 8, 2024, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of paper copies of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (the “2023 Annual Report”). This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.

The Notice contains instructions on how to either access our materials through the internet or receive a paper copy of our proxy materials, including the Proxy Statement, the 2023 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy by following the instructions on the proxy card or voting instruction card. Voting may be done over the internet, by telephone, or by mail (if you received paper copies of the proxy materials). Voting by proxy will ensure your representation at the Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Robert S. Weiss

Chairman of the Board of Directors


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


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

Meeting Date:	Tuesday, March 19, 2024
Meeting Time:	8:00 a.m. (Pacific Time)
Location:	CooperCompanies Headquarters 6101 Bollinger Canyon Road, Suite 500 San Ramon, California 94583
Admission:	All stockholders are cordially invited to attend the Annual Meeting in person.
Agenda:	1.Elect eight directors to our Board to serve for one-year terms expiring at the 2025 annual meeting of stockholders. 2.Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2024. 3.Approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (“Say on Pay Proposal”). 4.Transact any other business that may properly come before the meeting.

Stockholders of record at the close of business on Wednesday, January 24, 2024, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 8, 2024, we will mail either (1) a Notice of Internet Availability of Proxy Materials or (2) a copy of this Proxy Statement and our Annual Report for the fiscal year ended October 31, 2023. The Notice will also contain instructions on how to request a paper copy of our proxy materials.

You may vote by following the instructions on the Notice or by using the proxy card accompanying the paper copy of materials. If phone or internet voting is available to you, instructions will be included on your proxy card.

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 of

THE COOPER COMPANIES, INC.

Nicholas S. Khadder

Vice President, General Counsel, and Secretary

Dated: February 2, 2024


TABLE OF CONTENTS


2024 ANNUAL MEETING OF STOCKHOLDERS			1
Proposals to Be Presented at the Annual Meeting			2
OUR BOARD OF DIRECTORS			4
Board Leadership			5
Director Nomination Process			6
Board Committees			7
CORPORATE GOVERNANCE			10
Corporate Governance Policies			10
Environmental, Social and Governance (“ESG”) Initiatives			11
Board of Directors’ Role in Risk Oversight			12
Audit Matters			15
Report of the Audit Committee			19
OWNERSHIP OF THE COMPANY			20
EXECUTIVE OFFICERS OF THE COMPANY			22
COMPENSATION DISCUSSION AND ANALYSIS			24
Report of the Organization & Compensation Committee			44
EXECUTIVE COMPENSATION TABLES			45
Summary Compensation Table			45
Potential Payments Upon Termination or a Change in Control			50
CEO PAY RATIO			54
PAY VERSUS PERFORMANCE			54
PROPOSAL 1 — ELECTION OF DIRECTORS			61
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			69
PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			71
OTHER MATTERS			73
RECOMMENDATIONS			73
VOTING INFORMATION			73
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR			77
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			78


2024 ANNUAL MEETING OF STOCKHOLDERS


Date and Time:			Tuesday, March 19, 2024, at 8:00 a.m. (Pacific Time)
Location:			6101 Bollinger Canyon Road, Suite 500 San Ramon, California 94583
Notice Mailing Date:			February 8, 2024
Record Date:			January 24, 2024

This Proxy Statement is presented on our behalf by order of the Board of Directors (the “Board”). It contains information about our Company and the proposals to be presented at the Annual Meeting.

Throughout this Proxy Statement we may also refer to various documents that are available on our website. The content posted on, or accessible through, our website is not incorporated by reference into this Proxy Statement or any of our filings with the U.S. Securities and Exchange Commission (the “SEC”) and may be revised by us (in whole or in part) at any time, and from time to time.

We have also furnished our 2023 Annual Report to all stockholders of record. The 2023 Annual Report contains our financial statements for the fiscal year ended October 31, 2023 and other useful information, but it is not part of the materials for the solicitation of proxies.

_____________________________________________________________________________________________________________________________________________________________

Page 1

Proposals to Be Presented at the Annual Meeting


PROPOSAL 1 – ELECTION OF DIRECTORS			Page 61

Board Recommendation: FOR Each Director

Vote Requirement: Majority of Shares Voted

You are asked to vote on the election of the eight directors listed below to serve for one-year terms expiring at the 2025 annual meeting of stockholders.

Each director nominee is elected annually. Additional information about all current directors and selection of nominees can be found below under the heading Our Board of Directors. Information about the nominees and their qualifications for service can be found under Proposal 1 - Election of Directors.

Director Nominees for Consideration at the Annual Meeting

Committee Memberships

Name

Director

Since

Age

Audit

Corporate

Governance

& Nominating

Organization &

Compensation

Independent

Robert S. Weiss (Chairman)

1996

William A. Kozy (Lead Director)

2016

❖

◆

Lawrence E. Kurzius

2023

◆

Colleen E. Jay

2016

◆

❖

Cynthia L. Lucchese

2022

◆

Teresa S. Madden

2020

❖

◆

Maria Rivas, M.D.

2021

◆

Albert G. White III (CEO)

2018


PROPOSAL 2 – RATIFY APPOINTMENT OF KPMG LLP			Page 69

Board Recommendation: FOR

Vote Requirement: Majority of Shares Represented

You are asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.

The Audit Committee has appointed the firm of KPMG LLP (“KPMG”) to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending October 31, 2024. This appointment will continue at the pleasure of the Audit Committee and is presented to the stockholders for ratification as a matter of good governance.

_____________________________________________________________________________________________________________________________________________________________

Page 2


PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)			Page 71

Board Recommendation: FOR

Vote Requirement: Majority of Shares Represented

You are asked to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers.

Information regarding our compensation practices and the compensation of our Named Executive Officers in the 2023 fiscal year can be found below in our Compensation Discussion and Analysis and the following compensation tables.

Named Executive Officers for Fiscal 2023


Name			Title
Albert G. White III			President & Chief Executive Officer
Brian G. Andrews			Executive Vice President, Chief Financial Officer & Treasurer
Daniel G. McBride			Executive Vice President & Chief Operating Officer
Holly R. Sheffield			President, CooperSurgical, Inc.
Gerard H. Warner III			President, CooperVision, Inc.

_____________________________________________________________________________________________________________________________________________________________

Page 3


OUR BOARD OF DIRECTORS


Current Directors	Director Since	Age	Committee Memberships			Independent	Other Public Boards
			Audit	Corporate Governance & Nominating	Organization & Compensation
Robert S. Weiss (Chairman)	1996	77					—
William A. Kozy (Lead Director)	2016	72		❖	◆		1
Lawrence E. Kurzius	2023	66	◆		◆		2
Colleen E. Jay	2016	61		◆	❖		2
Cynthia L. Lucchese	2022	63	◆	◆			1
Teresa S. Madden	2020	67	❖		◆		1
Gary S. Petersmeyer (1)	2013	76	◆		◆		—
Maria Rivas, M.D.	2021	60	◆	◆			—
Albert G. White III (CEO)	2018	54					—

(1)Mr. Petersmeyer has announced his intention to resign from the Board effective on the date of the Annual Meeting and will not stand for re-election. Additional information about the director nominees can be found under Proposal 1 - Election of Directors.

Weiss

Kozy

Jay

Kurzius

Lucchese

Madden

Petersmeyer

Rivas

White

Independent

Skills / Qualifications

Executive Leadership Experience

Public Company Board Experience

Finance & Accounting /

Risk Management

SEC Form DEF 14A filed by The Cooper Companies Inc.