January 29, 2016February 1, 2019

Dear Stockholder:

You are cordially invited to join us at the 20162019 Annual Meeting of Stockholders (the “Annual Meeting”) of The Cooper Companies, Inc., which will be held at 8:00 a.m. (PDT) on March 14, 201618, 2019 at the offices of The Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 145,590, Pleasanton, California 94588.

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 electour proxy materials electronically under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a Boardresult, beginning on or about February 6, 2019, we are mailing a Notice of Directors, ratify the Audit Committee’s appointmentInternet Availability of Proxy Materials to many of our independent registered public accounting firm forstockholders instead of a paper copy of this Proxy Statement and our 2018 Annual Report on Form10-K (the “Annual Report”). This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the current fiscal yearmaterials and approvevoting.

The Notice contains instructions on how to access our materials through the amendmentinternet and also contains instructions on how to receive a paper copy of our long-term incentive plan governing equity awards forproxy materials, including this Proxy Statement, our employees. We2018 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 also ask our stockholders to take an advisory vote onreceive a paper copy of the compensation of our Named Executive Officers.proxy materials by mail.

Your vote is important to us and we hope that you will take this opportunity to participate in the affairsimportant. Regardless of the Company. Whether or notwhether you plan to attend the Annual Meeting, we urgehope you to readwill vote as soon as possible. You may vote by proxy by following the accompanying materials regarding matters to be votedinstructions on and use either the proxy card or voting instruction form provided tocard. Voting may be done over the internet, by telephone, or by mail (if you to submitreceived paper copies of the proxy materials). Voting by proxy will ensure your vote by proxy. Additional information about voting your shares is included inrepresentation at the Proxy Statement.Annual Meeting regardless of whether you attend.

We look forward to seeing you at the Annual Meeting.

Sincerely,

A. Thomas Bender

Chairman of the Board of Directors

Sincerely,

A. Thomas Bender

Chairman of the Board of Directors

THE COOPER COMPANIES, INC.

6140 Stoneridge Mall Road, Suite 590

Pleasanton, CA 94588

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Stockholders of record at the close of business on Tuesday, January 19, 2016,22, 2019, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 2, 2016,6, 2019, we will mail either (1) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access an electronic copy of our proxy materials and vote your shares or (2) a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2015.2018. 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 usYOUR VOTE IS IMPORTANT TO US.. Regardless of whether you plan to attend the meeting,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

Carol R. Kaufman

Randal L. Golden, Esq.

Secretary

Dated: January 29, 2016February 1, 2019

Table of ContentsTABLE OF CONTENTS

PROPOSALS TO BE PRESENTED AT THE COOPER COMPANIES, INC.ANNUAL MEETING

Our 2019 Annual Meeting will be held at 8:00 a.m. (PDT) on March 18, 2019 at the offices of The Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 590,

Pleasanton, CA 94588California.

We will hold our Annual Meeting of Stockholders, or the Annual Meeting, on Monday, March 14, 2016 at 6140 Stoneridge Mall Road, Suite 145, Pleasanton, California. The meeting will start at 8:00 a.m. (PDT).

This Proxy Statement was provided to all stockholders of record at Tuesday, January 19, 201622, 2019 and is presented on our behalf by order of the Board of Directors. It contains information regarding theabout our Company and the proposals which willto be presented at the Annual Meeting. We have also furnished our 20152018 Annual Report on Form 10-K to all stockholders of record. The 2015 Annual Report on Form 10-K contains our financial statements for the fiscal year ended October 31, 20152018 and other useful information, but it is not part of the materials for the solicitation of proxies.

Proposals

No.				Board Recommendation				Page
1		ELECTION OF NINE DIRECTORS IDENTIFIED BELOW		FOR each director				53
2		RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		FOR				59
3		APPROVAL OF THE 2019 EMPLOYEE STOCK PURCHASE PLAN		FOR				60
4		ADVISORY VOTE ON EXECUTIVE COMPENSATION		FOR				65

We are not aware of any other business to be brought before the meeting. If any additional business is properly brought before the meeting, the designated officers serving as proxies will vote in accordance with their best judgment.

Other Company Information

You may also find useful information about the Company on our website athttp://www.coopercos.com. Information contained on our website is not, and should not be considered, a part of this Proxy Statement or any other filing or report filed with or furnished to with the Securities and Exchange Commission (the “SEC”).

Proposals to be Presented

At the Annual Meeting, stockholders will be asked to consider and act on the following proposals:

Detailed information regarding each of these proposals is presented in this Proxy Statement starting on page 58. Additional information about us, our Board and its committees, equity ownership, compensation of officers and directors, and other matters can be found starting on page 6.

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We are not aware of any other business to be brought before the meeting. If any additional business is properly brought before the meeting, the designated officers serving as proxies will vote in accordance with their best judgment.

Voting Information

Your vote is important to us. Regardless of whether you plan to attend the meeting, we encourage you to read this Proxy Statement and the accompanying materials and to vote your shares as soon as possible to ensure that your vote is recorded. We look forward to your participation.

Who is entitled to vote at the Annual Meeting?

Our Record Date for this year’sthe Annual Meeting is January 19, 2016.22, 2019. All stockholders who owned our stock at the close of business on the Record Date are entitled to receive proxy materials and to vote at the Annual Meeting and any continuations, adjournments or postponements thereof.

As of the Record Date, there were 48,390,17649,339,170 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

How many votes do I have?

Each outstanding share of our common stock is entitled to one vote at the Annual Meeting. You have one vote per share that you owned at the close of business on the Record Date.

How do I vote my shares?

You can vote your shares in person at the Annual Meeting or vote by proxy. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder you may vote your shares by following the instructions on the Notice, or by completing, dating, and signing the proxy card included with this Proxy Statement and promptly returning it in thepre-addressed, postage paid envelope provided to you. If phone or internet voting is available to you, instructions are included in the Notice or on your proxy card.

If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you will receive the proxy materials from your broker, bank, or other nominee with instructions on how to vote your shares. Your broker, bank, or other nominee may allow you to deliver your voting instructions by phone or through the Internet.internet. If you wish to vote your shares in person you may do so by attending the Annual Meeting and requesting a ballot.

What happens if I vote my shares by proxy?

When you return a completed proxy card, or vote your shares by telephone or internet, you authorize our officers listed on the proxy card to vote your shares on your behalf as you direct.

If you sign and return a proxy card, but do not provide instructions on how to vote your shares, the designated officers will vote on your behalf as recommended by the Board:

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Can I change or revoke my vote after I return my proxy card or voting instructions?

If you choose to vote your shares by proxy, you may revoke or change your vote at any time prior to the casting of votes at the Annual Meeting. To revoke or change your vote, you may take any of the following actions:

Attending the Annual Meeting in person will not automatically revoke your proxy.

How many votes must be present to hold the Annual Meeting?

In order to conduct business and have a valid vote at the Annual Meeting a quorum must be present in person or represented by proxies. A quorum is defined as a majority of the shares outstanding on the Record Date and entitled to vote. In accordance with Delaware law and our Bylaws, broker “non-votes”“non-votes” and proxies reflecting abstentions will be considered present and entitled to vote for purposes of determining whether a quorum is present.

What are broker “non-votes”“non-votes”?

Broker “non-votes”“non-votes” occur when a broker is not permitted to vote on behalf of shares it holds for a beneficial owner and the beneficial owner does not provide voting instructions. Shares held in a broker’s name may be voted by the broker, but only in accordance with the rules of the New York Stock Exchange. Under those rules, the broker must follow the instructions of the beneficial owner. If instructions are not provided, NYSE rules determine whether the broker may vote the shares based on its own judgment or if it is required to withhold its vote, and thevote. This determination depends on the proposal being voted on. For the proposals to be presented at the Annual Meeting, broker discretionary voting is only permitted for the ratification of our independent registered public accounting firm.

Other Q&A

Why did I receive aone-page notice in the mail regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to provide our proxy materials electronically to stockholders if theyyou have not previously requested to receive only printed materials on an ongoing basis. Accordingly, on or about February 2, 2016,6, 2019, we mailed a Notice of Internet Availability of Proxy Materials (“the Notice”). The Notice includes instructions on how to access the proxy materials over the Internetinternet or to request a printed copy.

The Notice was sent to our stockholders of record at January 19, 2016.22, 2019. All stockholders receiving the Notice have the ability to access the proxy materials electronically through the website referred to in the Notice, and they also have the option to request a printed set of the proxy materials. We encourage stockholders to take advantage of the availability of proxy materials on the Internet.

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Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?

No. The Notice only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice and returning it. The Notice provides instructions on how to cast your vote.

Who pays for the proxy solicitation and how will the Company solicit votes?

We pay all costs associated with the solicitation of proxies, including any costs incurred by brokers and other fiduciaries to forward proxy solicitation materials to beneficial owners.

We may solicit proxies in person or by mail, telephone, facsimile, ore-mail. Proxies may be solicited on our behalf by any of our directors, officers, or employees. Additionally, we have retained the firm of D.F. King & Co., Inc. to assist with the solicitation of proxies and will pay a fee of $16,500 for this service, plus reasonable costs and expenses.

How can stockholders present proposals for consideration at the 2017 Annual Meeting?

Proposals to be presented under Rule 14a-8 must be submitted no later than October 5, 2016 to be included in our next Proxy Statement and considered at the 2017 Annual Meeting of Stockholders. Detailed information for stockholders regarding how to present proposals under our Bylaws to be considered at the 2017 Annual Meeting is presented on page 5. Proposals should be sent to Carol R. Kaufman, Secretary, The Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA 94588.

How can I communicate with the Board of Directors?

Any interested party can contact our Board to provide comments, to report concerns, or to ask a question, at the following address:

CorporateRandal L. Golden

Vice President, Secretary & General Counsel

The Cooper Companies, Inc.

6140 Stoneridge Mall Road, Suite 590

Pleasanton, CA 94588

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. You may also communicate online with our Board of Directors as a group through our website. Please refer to our website athttp://www.coopercos.com for any changes in this process.

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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTORStockholder Proposals and Nominations for Director

Our

SEC rules and our Bylaws allowpermit stockholders to nominate directors for election and to propose other business to be considered by stockholders at the Annual Meeting. Under the Bylaw provisions, stockholders wishing to submit proposals must notify the Company Secretary in writing. Notice must be sent no earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting and no later than the close of business on the 90th day prior to the anniversary date of the prior year’s annual meeting.Meeting under various mechanisms.

To be considered at the 20172020 Annual Meeting, director nominations andor other proposals for consideration under these provisions must be submitted no earlier than November 14, 2016 and no later than December 14, 2016. in writing to:

Randal L. Golden, Secretary

The Cooper Companies, Inc.

6140 Stoneridge Mall Road, Suite 590

Pleasanton, CA 94588

In the event that we set the date for the 20172020 Annual Meeting more than 30 days before or more than 70 days after March 14, 2017, director nominations and other proposals must18, 2020, submissions may be submittedmade no earlier than the close of business on the 120th day prior to the announced meeting date and no later than the close of business on the later of the 90th day prior to the announced meeting date and the 10th day following our first public disclosure of the date of the meeting.

Also,The Corporate Governance and Nominating Committee will consider director nominees suggested by stockholders on the same terms as nominees selected by the Committee. See page 9 for information about the Committee’s criteria for director nominations.

The person recommending the nominee must be a stockholder entitled to vote at the 2020 Annual Meeting. To be considered, recommendations must include:

If we increase the number of directors to be elected at the 20172020 Annual Meeting and we do not make a public announcement at leastwith less than 100 daysdays’ notice prior to March 14, 201718, 2020, stating the size of the increase and naming all the nominees for director, then stockholder nominations for directors will be considered if the proposal is delivered to our Secretary at our principal offices no later than 10 days after we make a public announcement of the increased board size. This only applies to nominations for positions created by the increase and does not apply to nominations for current positions. This also does not apply to proposals other than the nomination of director candidates. Nominations or proposals should be submitted, in writing, to Carol R. Kaufman, Secretary, The Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA 94588. A stockholder’s notice to nominate a director or bring any other business before the 2017 Annual Meeting must set forth certain information specified in our Bylaws.

Our Corporate Governance and Nominating Committee of the Board of Directors will also directly consider suggestions from stockholders for potential Board nominees for election as directors to be presented at the 2017 Annual Meeting. The person recommending the nominee must be a stockholder entitled to vote at the 2017 Annual Meeting, and the recommendation must be received in writing between November 14, 2016 and December 14, 2016. To be considered, recommendations should include: (i) the nominee’s written consent to being named in the Proxy Statement as a nominee and to serve as a director if elected, (ii) the name and address of the stockholder submitting the recommendation or beneficial owner on whose behalf the proposed candidate is being suggested for nomination, and (iii) the class and number of our shares owned beneficially and of record by the stockholder or beneficial owner submitting the recommendation. The Corporate Governance and Nominating Committee will consider nominees suggested by stockholders on the same terms as nominees selected by the Committee.

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OWNERSHIP OF THE COMPANY

Principal Securityholders

The following table contains information regarding all individuals or groups who have advised us that they own more than five percent (5%) of the outstanding shares of our common stock. Information is presented is as of January 15, 2016.22, 2019.

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Securities Held by Insiders

The following table contains information regarding ownership of our common stock by each of our directors, the executives named in the Summary Compensation Table, and all of the current directors and executive officers as a group. The figures in this table represent sole voting and investment power except where otherwise indicated.

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CORPORATE GOVERNANCE

TheAbout Our Board of Directors

Our Board of Directors is elected annually andhas nine members, each of our directorswhom stands for election every year. Presently the Board is comprised of eight directors, however, the Board has chosen to reduce the size of the Board to seven and Mr. Rosenberg will not be standing for re-election at the Annual Meeting.annually. All of our directors, except Mr.Messrs. Weiss and White, have been determined by the Board to be independent. Mr. Weiss serves as our Chief Executive Officer and is compensated for his position as an executive. He receives no additional compensation for his service on the Board.

In making this determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by the NYSE and the SEC, and that each has no relationship to the Company, either directly or indirectly, through an organization that has a relationship with the Company, other than as a stockholder of the Company or through his or hertheir service on the Board. The Board and its active committees conduct regular self-evaluations and review director independence and committee composition to ensure continued compliance with regulations.

Directors who are not also employees, orNon-Employee Directors, are compensated for their services as described in the section headed“Director Compensation”Compensation on page 54.50. Mr. White serves as our Chief Executive Officer and receives no additional compensation for his service on the Board. Mr. Weiss was compensated as an employee through December 2018 and is considered aNon-Employee Director as of January 1, 2019. Compensation for both Messrs. Weiss and White is discussed in more detail in ourCompensation Discussion & Analysis and executive compensation disclosures starting on page 37.

Under our Corporate Governance Principles, directors are not permitted to serve on the boards of more than two other public companies while they serve on our Board. We do not limit service on private company boards of directors or withnon-profit organizations.

Identification of Candidates

The Corporate Governance and Nominating Committee is responsible for identification and selection of qualified candidates for nomination to the Board. The Committee believes that nominees for election to the Board must possess certain minimum qualifications and attributes.

To be nominated for election, an individual must: (i) meet the objective independence requirements set forth by the SEC and NYSE (other than executive nominees), (ii) exhibit strong personal integrity, character, and ethics and a commitment to ethical business and accounting practices, (iii) not serve on more than two other public company boards, (iv) not be involved in on-going litigation with us or be employed by an entity which is engaged in such litigation, and (v) not be the subject of any on-going criminal investigations, including investigations for fraud or financial misconduct.

The Corporate Governance and Nominating Committee does not currently maintain a separate diversity policy.policy regarding nominees for director. Instead the Committee relies on diversity as one of many factors in the consideration of director nominees who meet these stated criteria.

The Corporate Governance and Nominating

Committee will consider suggestions from stockholders for nominees for election as directors at our Annual Stockholder Meetings on the same terms as nominees selected by the Committee. Stockholder suggestions must be received on a timely basis and meet the criteria set forth in the information onStockholder Proposals Andand Nominations Forfor Director on page 5.

As of the date of this Proxy Statement, no stockholder suggestions for director nominees have been received by the Corporate Governance and Nominating Committee. Except as set forth above, the Corporate Governance and Nominating Committee does not currently have a formal process for identifying and evaluating nominees for directors, including nominees recommended by stockholders.

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Board Leadership Structure

We maintain separate positions for the Chairman and Chief Executive Officer (CEO). We also maintain an independent Lead Director position, which is currently held by Dr. Allan E. Rubenstein.

We feel this division provides a balance between the independence of our directors and the experience of our officers. Our current Chairman has significant business experience with the Company, but has also been affirmatively determined to be independent by our Board. We feel that maintaining an independent Chair provides for strong, knowledgeable leadership of the Board separate from the CEO position’s immediate,day-to-day involvement with the Company.

Board Committees

Board Committees

The Board currently maintains fourthree standing committees whose functions areas described below. Committee membership is determined by the Board and reviewed regularly.

As required by the SEC and NYSE, all members of theour Audit Committee, Corporate Governance and Nominating Committee, the Audit Committee, and the Organization and Compensation Committee are independent directors. At the Board’s discretion, other committees may include directors who have not been determined to be independent. Currently the Board maintains one committee, the Science and Technology Committee, which has non-independent director membership.

Each committee maintains a written charter detailing its authority and responsibilities. These charters are updated periodically as legislative and regulatory developments and business circumstances warrant. The committee charters are available in their entirety on our website athttp://www.coopercos.com.www.coopercos.com.

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i) the quality and integrity of our financial statements, (ii) our compliance

with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) the qualifications, independence, and performance of the independent registered public accounting firm serving as auditors of the Company, (v) retention and engagement of the

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independent registered public accounting firm, and (vi) the performance of the Company’s Internal Audit function and internal controls. The Audit Committee advises and makes recommendations to the Board regarding our financial, investment, and accounting procedures and practices.

The Organization and Compensation Committee, or the Compensation Committee, reviews and approves all aspects of the compensation paid to our Chief Executive Officer and all executives identified by the Organization and Compensation Committee as officers under Section 16(a) of the Exchange Act. The Organization and Compensation Committee also approves all compensation for employees whose total combined annual base salary plus targetnon-equity incentive bonus is $500,000$750,000 or greater, regardless of whether they have been designated as officers under Section 16(a). Members of the Organization and Compensation Committee are not eligible to participate in any of our executive compensation programs.

The Organization and Compensation Committee also approves the composition of our designated comparative peer group for comparative compensation review, approves all awards under our equity andnon-equity incentive bonus plans, and has approval authority for all agreements providing for the payment of benefits following a change in control of the Company, severance following a termination of employment, or any other special arrangement with the executive officers or employees which would affect their compensation. The Organization and Compensation Committee also oversees succession planning, diversity & inclusion, and management development programs designed to strengthen our internal pool of candidates for executive level positions and promote mentoring of senior level employees.

The Corporate Governance and Nominating Committee develops, implements, and maintains the corporate governance standards by which we conduct business, and advises and makes recommendations to the Board concerning our primary governance policies. The Corporate Governance and Nominating Committee meets with the Chief Executive Officer and senior corporate staff as it deems appropriate to fulfill its obligations with regard to our corporate governance standards. The Corporate Governance and Nominating Committee also performs the functions described under “Identification of Candidates” on page 9.

The Science and Technology Committee evaluates new and existing technologies. The Science and Technology Committee’s primary functions are to: (i) discuss technology that falls outside the usual scope of current business, (ii) periodically review our research and development projects and portfolio, (iii) annually review our key technologies and assess the position of these technologies versus third party products and processes, and (iv) provide information and guidance to the Board on matters relating to science and technology. The Science and Technology Committee functions on an ad hoc basis.Meetings

Meetings

The Board and its committees met as follows during our most recent fiscal year ended October 31, 2015:year:

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TheNon-Employee Directors also meet routinely inhold executive sessionsessions in connection with regular meetings of the Board and more often as they deem appropriate. Either Mr. Bender, as Chair, or Dr. Rubenstein, as Lead Director, presides over executive sessions.

During the 20152018 fiscal year, each director attended at least 90% of the aggregate of board meetings and meetings of committees on which the director served. Currently we do not maintain a formal policy regarding director attendance at the Annual Meeting.

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Corporate Governance Policies

We have an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our policies and procedures in light of such developments. We seek to comply with the rules and regulations promulgated by the SEC and the NYSE and implement other corporate governance practices we believe are in the best interest of the Company and its stockholders. In keeping with this commitment, our corporate Bylaws include a majority voting standard for the election of our directors and we maintain various corporate policies that reflect our dedication to good governance. Additionally, we allowed our stockholder rights plan to expire by its terms at the end of the 2017 fiscal year and we have recently adopted amendments to our Bylaws to include proxy access provisions. We believe that the policies currently in place enhance our stockholders’ interests.

Corporate Governance Principles

The Board has approved a set of Corporate Governance Principles for the Company. The Principles are available in their entirety on our website athttp://www.coopercos.com. The Principles set out our standards for director qualifications, director responsibilities, Board committees, director access to officers and employees, director orientation and continuing education, and performance evaluations of the Chief Executive Officer and of the Board and its committees.

The Principles also address compensation and stock ownership requirements for ourNon-Employee Directors. These topics are discussed in more detail in the section onDirector Compensationstarting on page 54.50.

Ethics and Business Conduct Policy

We have adopted an Ethics and Business Conduct Policy, or Code of Ethics Policy, which is available in its entirety on our website athttp://www.coopercos.com. All our employees, officers, and directors, including the Chief Executive Officer and Chief Financial Officer, are required to adhere to the Code of Ethics Policy in discharging their work-related responsibilities. Employees are encouraged to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics.Ethics Policy.

The Code of Ethics Policy includes provisions relating to: (i) conflicts of interest;interest, (ii) the protection and proper use of Company assets;assets, (iii) relationships with customers, suppliers, competitors and associates;associates, (iv) government relations and anti-corruption regulations;regulations, and (v) and compliance with laws and regulations, including laws and regulations relating to insider trading, equal employment opportunity, harassment, health and safety. We most recently updated the Code of Ethics in July 2014 with revisions to enhance readability and to provide additional detail regarding the Company’s expectations regarding the conduct of our employees, officers and directors and reporting of violations.

The Code of Ethics Policy is translated into multiple languages to facilitate readability for our employees and all employees receive a copy of the Code of Ethics Policy both at their date of hire and annually. The Code of Ethics Policy is also posted on our internal web pages for ease of access.

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Amendments to the Code of Ethics Policy and any waivers from the Code of Ethics Policy granted to directors or executive officers will be made available through our website. As of the date of this proxy statement, no waivers or requests have been requested or granted.

Stock Trading Policy: Hedging & Pledging

We have implemented a Stock Trading Policy that applies to our senior executives, including our Named Executive Officers, and all members of the Board of Directors. Under this Policy, trading in Company securities is prohibited except during specifically designated windows. Additionally, executives and members of the Board are prohibited from engaging in various trading practices which would suggest speculation in our securities, including short sales, puts, calls, forward sales, equity swaps, or other hedging transactions. Our policy does permit executives and members of the Board to pledge securities as collateral, but only upon prior notice to, and approval from, the Company.

Procedures for Handling Accounting Complaints

The Audit Committee has established procedures for receipt and handling of potential complaints we may receive regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential, anonymous submission by our employees of concerns regarding accounting or auditing matters. In furtherance of this goal, we have established a confidential reporting system managed by an independent third-party vendor through which employees may report concerns about our business practices. The reporting system provides both a telephone hotline and online reporting options in multiple languages.

Board of Directors’ Role in Risk Oversight

Our Board of Directors recognizes the importance of appropriate oversight of potential business risks in running a successful operation and meeting its fiduciary obligations to our business and our stockholders. While our management team has responsibility for theday-to-day assessment and management of potential business risks, the Board maintains responsibility for creating an appropriate culture of risk management and setting the proper “tone at the top.”

In this function, the Board, directly and through its committees, takes an active role in overseeing our aggregate risk potential and in assisting management with addressing specific risks, including competitive, legal, regulatory, operational, and financial risks. Each committee of the Board regularly reviews risks related to its area of focus as follows:

concluded that the structure of our compensation program structure does not create unreasonable risk or the likelihood of a material adverse impact on the Company. In making this determination, the Organization and Compensation Committee considered possible compensation-based risks and means by which potential risks may be mitigated, including through the operation of our internal control structure and the Committee’s oversight. The Organization and Compensation Committee also considered the structure of our compensation plans, including the use of a combination of short- and long-term compensation programs, equity ownership guidelines for our senior executives, capped bonus targets under short-term incentive plans, and clawback provisions for short-term bonus awards.

Management Succession Planning

At least annually, and more often as deemed appropriate, the Organization and Compensation Committee meets with management to discuss plans for CEO succession as well as possible succession plans for senior management.our executive management, including our CEO. Succession plans are designed to allow for an orderly transition of the top executive posts either in the ordinary course of business or in response to emergency situations. Management develops and presents plans for identification, mentoring, and continuing development of appropriate leadership skills forpotential internal candidates for CEO and otherexecutive leadership positions. The Committee provides oversight, input, and recommendations with regard to the criteria to be used for identification of potential candidates for succession to leadership positions. The Committee also meets with individual members of management occasionally throughout the year to assess leadership development within the executive team.

Related Party Transactions

We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants. The Company’s legal and governance staff is primarily responsible for monitoring and obtaining information from the directors and

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executive officers with respect to related personparty transactions and for then determining, based on the facts and circumstances, whether the Company or a related personparty has a direct or indirect material interest in the transaction.

KPMG LLP, as our independent registered public accounting firm, reviews our controls around the identification and reporting of related party transactions as required by current accounting standards.

The Corporate Governance and Nominating Committee of our Board reviews and approves or ratifies all transactions between the Company and related personsparties that are required to be disclosed under SEC rules, and we disclose such transactions in our Proxy Statement.

We have determined that there were no material related party transactions during the 20152018 fiscal year.

Compensation Committee Interlocks and Insider Participation

During the 2018 fiscal year, 2015, all of the members of the Organization and Compensation Committee were independent directors, and no member was an employee or former employee of the Company. NoCompany, and no Committee member had any relationship requiring disclosure as a related party transaction. During the 2015 fiscal year,Also, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Organization and Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors, and anyone owning more than ten percent of a registered class of our equity securities to file reports with the SEC detailing their ownership and any changes in ownership. SEC regulations also require these persons to provide us with a copy of all reports filed.

Based solely on our review of the copies of reports and related amendments we have received, we believe that during and with respect to the 20152018 fiscal year, all Section 16(a) filing requirements applicable to our officers, directors andgreater-than-ten-percent owners were met.

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REPORT OF THE AUDIT COMMITTEE

At the date of this Proxy Statement, theOur Audit Committee is comprised ofcurrently has four independent directors:members: Jody S. Lindell (Chair), Michael H. Kalkstein, William A. Kozy, and Gary S. Petersmeyer and Steven Rosenberg. ThePetersmeyer. Our Board has determined that all members of the Audit Committee are independent directors and are financially literate as required by the NYSE andNYSE. Our Board has also determined that Ms. Lindell meets the qualifications of an audit committee financial expert as defined by the SEC.

The Audit Committee operates under a written charter adopted by the Board in December 2003 and most recently amended in October 2011.March 2017. The Audit Committee’s charter is available in its entirety on our website athttp://www.coopercos.com.www.coopercos.com.

The Audit Committee’s primary duties and responsibilities relate to:

The Audit Committee also reviewed and discussed with KPMG, Internal Audit, EY, and management the processes and procedures associated with our assessment of internal controls over financial reporting, including management’s assessment of such controls.

The Audit Committee maintains policies and procedures for thepre-approval of work performed by KPMG. Under its charter, the Audit Committee must approve all engagements in advance. All engagements with estimated fees above $150,000 require consideration and approval by the full Audit Committee. The Chair of the Audit Committee has the authority to approve on behalf of the full Audit Committee all engagements with fees estimated to be below $150,000. Management recommendations are considered in connection with such engagements, but management has no authority to approve engagements.

In the 20152018 fiscal year, the Audit Committee received both the written disclosures and the letter from KPMG that are mandated by applicable requirements regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and the Audit Committee discussed KPMG’s independence from the Company with the lead engagement partner. The Audit Committee or its Chair approved all audit services provided by KPMG for the fiscal year ended October 31, 2015.2018. The total fees paid or payable to KPMG for the last two fiscal years are as follows:

Audit fees for the 2014 fiscal year included work performed in connection with the acquisition of Sauflon Pharmaceuticals Ltd. (“Sauflon”). Other fees represent work performed to assist with the conversion of Sauflon accounting from International Financial Reporting Standards (IFRS) to United States GAAP.

Based on the Audit Committee’s discussions with KPMG, Internal Audit, EY, and management, the Audit Committee’s review of the representations of management, the certifications of the Chief Executive Officer and Chief Financial Officer, and the written disclosures and the letter from KPMG to the Audit Committee, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form10-K for the fiscal year ended October 31, 20152018 for filing with the SEC.

THE AUDIT COMMITTEE

Jody S. Lindell (Chair)

Michael H. Kalkstein

William A. Kozy

Gary S. Petersmeyer

Steven Rosenberg

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EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information regarding our current executive officers and other senior employees named in this Proxy Statement who are not also directors. The individuals listed below served in the positions set forth as of the date the Notice was mailed.

Mr. McBride has served as Executive Vice President and Chief Operating Officer since November 2013 and as the President of CooperVision, our contact lens subsidiary since February 2014. He previously served as our Chief Risk Officer from July 2011 through October 2013, as our General Counsel from November 2007 through January 2013,2014, and as Vice President from July 2006 through October 2013. He also served as Senior Counsel from February 2005 through November 2007. Prior to joining Cooper, Mr. McBride was an attorney with Latham & Watkins LLP from October 1998 to February 2005, concentrating on mergers and acquisitions and corporate finance matters. He holds a B.S. in Finance from Santa Clara University and a J.D. from Stanford Law School.

Mr. WhiteAndrews has served as ExecutiveSenior Vice President, Chief Financial Officer & Treasurer since May 2018. He has served as our Treasurer since January 2013 and Vice President since December 2015 and as Chief Strategy Officer since July 2011. He previously served as Vice President, Investor Relations from November 2007 through March 2013.2014. He also served as Vice President, &Global Logistics and Service for CooperSurgical, a position he held from June 2017 to May 2018. Mr. Andrews previously served as Assistant Treasurer for the Company from April 2006 throughto December 2012. Prior to joining the Company,Cooper, he served as a Director withheld various corporate and investment banking positions at KeyBanc Capital Markets for three yearsfrom 2002 to 2006 and at ING Barings from 2000 to 2001. He holds a B.A. in a number of leadership positions within KeyBank National Association over the prior eight years.Economics from Columbia University.

Ms. Kaufman has servedSheffield joined Cooper as Executive Vice President since July 2012& Chief Strategy Officer in June 2018. Prior to joining Cooper, Ms. Sheffield had over 20 years of experience in investment banking. She joined Cooper from UBS Securities LLC, where she was a Managing Director, Global Head of Medical Technology from 2009 to May 2018. From 2000 to 2009, Ms. Sheffield was at Credit Suisse and Chief Governance Officer since March 2013. She previously served as Senior Vice President of Legal Affairs from December 2004 to July 2012. She has also served as Vice President1997-2000, Ms. Sheffield was at Donaldson, Lufkin & Jenrette until it was acquired by Credit Suisse. Ms. Sheffield received a B.S. from Cornell University and Chief Administrative Officer since October 1995 and as Vice President of Legal Affairs and Secretary since March 1996. From January 1989 through September 1995, she served as Vice President, Secretary and Chief Administrative Officer of Cooper Development Company, a healthcare and consumer products company. She previously held a variety of financial positions with Cooper Laboratories, Inc. (our former parent) since joining that company in 1971. Ms. Kaufman currently serves as a director for Insperity, Inc. (NYSE: NSP), a publicly traded provider of human resources outsourcing options, and is the chair of its nominating and corporate governance committee and a member of its finance, risk management and audit committee.an M.B.A. from Columbia Business School.

Mr. Matz has served as our Senior Vice President since November 2014, as Chief Risk Officer since November 2013 and as our Chief Financial Officer since December 2011. He previously served as Vice President from December 2011 to November 2013 and as Vice President, Finance from July 2011 to December 2011. He joined CooperVision, Inc. in May 2010 as Vice President and Chief Financial Officer and served in that position until October 2011. Prior to joining CooperVision, he spent 25 years in the Electronic Measurement, Chemical Analysis and Life Science markets. He served in a

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variety of senior management roles in Agilent Technologies Inc. from 1999-2010, including Vice President and Controller of the Wireless Business Unit, Vice President and Director of Internal Audit and Assistant Corporate Controller. Prior to Agilent, Mr. Matz worked at Hewlett Packard from 1984-1999 in a variety of financial and marketing roles. Mr. Matz started his career at KPMG in San Francisco from 1981-1984. Mr.��Matz is a Certified Public Accountant.

Mr. Golden has served as Corporate Secretary since May 2018 and has also served as Vice President since November 2014 and as our General Counsel from February 2014. He previously served as our Assistant General Counsel from May 2013 through January 2014. He also served as senior counselSenior Counsel from March 2010, when he joined the Company, until May 2013. Prior to joining Cooper, he served as Senior Director & Legal Counsel at Align Technology, Inc. from 2005 through 2010 and as Director of Legal Affairs & Senior Counsel with Nokia, Inc. from 2000 to 2005. Mr. Golden also held various associate and senior legal positions prior to 2000, focusing on litigation and commercial and business law. He holds a B.S. in Finance from the University of Illinois and a J.D. from the U.C.L.A. School of Law.

Ms. MaloneyMr. Ricupati has served as our Chief Accounting Officer since October 2017 and as Senior Vice President, Finance & Tax since July 2017. Mr. Ricupati previously served as Vice President, since November 2014 and as our Corporate Controller since January 2014. She previously served as Senior Director of Finance and Assistant Corporate Controller prior to her appointment. She also served as Director of Internal AuditTax for the Company from August 2005July 2013 to June 2007.July 2017. Prior to joining Cooper, Ms. Maloney held multiplehe served as International Tax Director for Intel Corp. (NASDAQ: INTC) from 2010 to 2013 and in various other senior finance and tax positions at Sola International Inc.,over the past 20 years. He holds a global manufacturermasters degree from DePaul University and distributor of eyeglass lenses, including Director of Accounting and Controller – Americas. Prior to Sola, she was VP Finance of IESL, Inc., an environmental services and electroplating company servicing the defense industry. Ms. Maloney is a Certified Public Accountant, a Certified Management Accountant, and a Chartered Global Management Accountant.

Mr. Remmell has been Chief Executive Officer of CooperSurgical, our women’s healthcare business, since January 2012 andDr. Auerbach has served as President of CooperSurgical, Inc., the Company’s women’s healthcare division, since December 2004. He previouslyApril 2018. Previously, he served as Executive Vice President, Chief OperatingMedical Officer & Chief Strategy Officer of CooperSurgical from October 2000since May 2005. Prior to January 2012joining CooperSurgical, Dr. Auerbach served as Associate Clinical Professor in the Department of Obstetrics, Gynecology & Reproductive Services at the Yale School of Medicine, New Haven, CT. In 2005 he was the recipient of Yale’s Francis Gilman Blake Award as the most outstanding teacher of the medical sciences and was elected to the Society of Distinguished Teachers. He remains an adjunct faculty member of the School of Medicine and as Vice Presidentan Executive Board member of FinanceYale University’s Center for Biomedical Innovation and Technology. Dr. Auerbach graduated Phi Beta Kappa and Alpha Omega Alpha with highest honors from 1991 to December 2004.

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REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE

The Organization and Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Organization and Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form10-K for the fiscal year ended October 31, 2015.2018.

ORGANIZATION AND COMPENSATION COMMITTEE

Michael H. Kalkstein (Chair)

Colleen E. Jay

Jody S. Lindell

Gary S. Petersmeyer

Allan E. Rubenstein, M.D.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation program, including our compensation philosophy, strategies, policies and practices for compensating our Named Executive Officers in the positions they held for fiscal 2015 as follows:(“NEOs”).

The Organization and Compensation Committee, or Compensation Committee of our Board of Directors (referred to below as the “OCC”) oversees our executive compensation program, andprogram. In this capacity, the OCC regularly reviews our program to ensure that we maintain an effective and appropriate link between pay and performance, and that there are no compensation-related risksour compensation practices do not encourage practices that would be likely tocould have a material adverse effect on the Company.

This oversight responsibility is described in more detail throughout this Compensation Discussion and Analysis, includingwhich also includes information regarding our compensation governance policies and practices, the outcome of our annualmost recent stockholder advisory vote on executiveNEO compensation (the “Say-on-Pay”“Say-on-Pay” vote), the use of compensation consultants, and the selection and composition of our compensation peer group.

Our Named Executive Officers

Our NEOs for the 2018 fiscal year are listed below with the titles they held at the end of the fiscal year.

The Year in Review

For

Management Transition – Succession Planning Implementation

The 2018 fiscal 2015, we reported record revenueyear included significant management transitions for Cooper. Robert S. Weiss and non-GAAP earnings-per-share (“EPS”). However,Carol R. Kaufman announced their retirements in the second quarter of 2018. Mr. Weiss served as our President & Chief Executive Officer and Ms. Kaufman served as our Executive Vice President, Secretary, Chief Administrative Officer & Chief Governance Officer until May 1, 2018. Both continued as employees, in anon-executive advisory capacity, through the end of December 2018 to assist with the executive transition. Additionally, Paul Remmell stepped down in May 2018 as President of CooperSurgical.

As a result of ongoing succession planning efforts, overseen by the impactOCC, we were able to promote internal talent to address most open positions. Mr. White was promoted to replace Mr. Weiss as President & Chief Executive Officer in May 2018. Mr. Andrews, our Vice President & Treasurer, was selected to succeed Mr. White as Chief Financial Officer, and Dr. Auerbach was promoted from Executive Vice President, Chief Strategy Officer & Chief Medical Officer of foreign exchange rate fluctuations, we did not fully realizeCooperSurgical to take the role of President, CooperSurgical. Additionally, Ms. Sheffield was hired as our Executive Vice President & Chief Strategy Officer, taking on responsibility for corporate strategy, business development and global human resources, and Randal Golden was appointed as our corporate Secretary in addition to his role as our Vice President & General Counsel.

Financial Performance Against 2018 Goals

Our annual targets are set based on both annual and long-term objectives focused on revenue growth, strategic investment, and continued market share growth. We achieved at least 97% of our financial goalstargets for the year and this impacted ourall 2018 executive compensation outcomes. Nonetheless, despite not fully achievingand exceeded our financial goals, we achievedfree cash flow goal. We also continued to set new records for revenue,non-GAAP earnings per share, and cash flow.

Based on our results for revenue, cash flow and earnings per share, annual cash bonuses under the 2018 Incentive Payment Plan were paid at99-115% of target for our NEOs. (Discussed in more detail below starting on page 29.)

Additionally, performance share awards granted in fiscal 2016 were certified at Target achievement based on growth innon-GAAP earnings per share (EPS) over a numberthree-year period. The NEOs received 100% of significant accomplishments during the year which reflects the leadership and talent of our senior executive officers, including our Named Executive Officers.target shares under these awards. (Discussed in more detail below starting on page 34.)

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Executive Compensation HighlightsOperational Performance

Based onBoth the CooperVision and CooperSurgical divisions continued their operational performance in fiscal 2018 with a number of accomplishments including:

CooperVision:

CooperSurgical:

Executive Compensation Highlights – 2018 Fiscal Year

The OCC initially approved target executive compensation for the NEOs for the 2018 fiscal year in December 2017. Due to the executive transitions highlighted above, the OCC subsequently approved adjustments to compensation for Messrs. White, McBride and Andrews and for Dr. Auerbach, as well as an initial compensation package for Ms. Sheffield. The OCC also reviewed and approved the terms of arrangements with Mr. Weiss and Ms. Kaufman in connection with their planned retirements.

CEO Compensation

Target total direct compensation for our CEO recognizes the significant role of the CEO in driving our performance and future growth, as well as overall responsibility for our strategic direction, management, and leadership. The practices of our peer group and our industry sector are also considered.

In setting compensation for fiscal 2018, the OCC considered the following factors:

For fiscal 2018, the OCC held target compensation for Mr. Weiss to the same level as approved for fiscal 2017.

Mr. White’s compensation was initially approved in December 2017 based on his role as Executive Vice President, Chief Financial Officer & Chief Strategy Officer and Chief Executive Officer of Cooper Medical, Inc. (the parent of CooperSurgical). His compensation was adjusted in May 2018 in connection with his promotion to CEO.

Mr. Weiss:

Mr. White:

Base salary and time-based equity award grant decisions for our Named Executive Officers for fiscal 2015 were made at the beginning of the year. Our prior year results and performance were considered in setting those compensation amounts. Base salary decisions are discussed in more detail below on page 30 and time-based equity award decisions are discussed in more detail starting on page 35.

Compensation Objectives and Philosophy

The primary objectives of our executive compensation program are to provide competitive compensation packages that will attract and retain top-tier talent and to closely link potential compensation with the performance measures we consider key to our long-term success and drivers of stockholder value.

To meet these objectives, our executive compensation program emphasizes certain principles:

Other NEO Compensation

By following these principles, we have created a competitive compensation structure that has enabled usCompensation for our other NEOs is determined based on their current role, recent changes to retaintheir responsibilities, and motivateoverall execution of duties throughout the prior fiscal year. Company performance, internal alignment among our executive officers, including our Named Executive Officers,peer group compensation practices, and reward them for their success in achieving positive operating resultscompetitive market changes and creating long-term value for our stockholders.

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Pay for Performanceconditions are also taken into account.

Encouraging long-term serviceChanges approved at the beginning of the fiscal year were based on individual performance in prior years, comparison to peers, management recommendations and achievement against these key measures has created strong resultsrecommendations from the OCC’s compensation consultants.Mid-year adjustments to executive compensation for us as athe 2018 fiscal year were primarily driven by promotions and other executive transitions and were based on review of peer compensation and recommendations from management and its compensation consultant.

Ms. Sheffield’s compensation was set at the time of her hire in June 2018 based on management recommendations and alignment to peers.

Amounts discussed below in thisCompensation Discussion and Analysis and the compensation tables starting on page 20 reflect prorated or blended amounts based on start of employment (for Ms. Sheffield) or mid-year adjustments.

Executive Retirements – Mr. Weiss & Ms. Kaufman

Each of Mr. Weiss and Ms. Kaufman resigned their executive titles at the beginning of May 2018. Per agreement with the Company, both Mr. Weiss and we have maintained steady growthMs. Kaufman remained employed with the Company through December 31, 2018 with no change in their respective levels of compensation.

Amounts payable to Mr. Weiss and returns for our investors, as seenMs. Kaufman on retirement are discussed in more detail in the charts below.

We consider the designsection titledPotential Payments Upon Termination or Change In Control below on page 48. Mr. Weiss continues to serve on our Board of our compensation packages toDirectors and will be integral to our success and believe the performance measures used in our executive compensation program servecompensated as significant indicators for our continued success. In addition, our long-term compensation opportunities, through the use of time-based equity awards, encourage stable and continuous leadership from our key talent and provide for additional compensation through growth in our stock price.aNon-Executive Director starting January 1, 2019.

Compensation Governance

The Compensation CommitteeOCC works closely with itsmanagement, management’s consultant, the OCC’s independent compensation consultant, and managementsuch other advisors as the Committee considers appropriate to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ several best practices.

In addition to these policies and practices, the Compensation CommitteeOCC stays informed and regularly assesses the alignment between our compensation packages and our performance as follows:

consider our executive compensation program design to be integral to our success and believe the selected performance measures serve as significant indicators for our continued success.

Say-on-Pay Vote

The Compensation CommitteeOCC considers the outcome of our annual stockholder advisory“Say-on-Pay” vote on the compensation of our Named Executive Officers (the “Say-on-Pay” vote) in determining the design of our executive compensation program and the composition and levels of our individual compensation packages.

At our 2017 Annual Meeting of Stockholders, 94% of the votes cast on ourSay-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC viewed this result as a strong affirmation of our program structure and considered these results when developing the compensation packages for fiscal 2018 as described in this Compensation Discussion and Analysis.

Stock Ownership Guidelines

value stock awards if their ownership level is below the established guidelines.

The OCC reviewed and updated the guidelines in fiscal 2018. As amended, the guidelines require minimum ownership equal to 2 times base salary for all Section 16 identified officers and 5 times base salary for the CEO. In addition to directly held shares, the potential value of vested stock options and unvested restricted stock units are credited in consideration of whether ownership requirements have been met.

All NEOs were in compliance with the applicable ownership guidelines during fiscal 2018.

Use of Compensation Consultants

The Compensation CommitteeOCC retains Compensia, a national compensation consulting firm, to provide support with matters related toadvice on compensation of our executive officers and thenon-employee members of our Board of Directors. The Compensation CommitteeUnder this engagement, the OCC also maintains sole authority to determine the terms of Compensia’s retention and services, and management interaction with Compensia is generally limited to communication of information provided by management to the Compensation Committee. Under this engagement, Compensia reports directly to the Compensation Committee and does no other work for the Company.

Management separately retains Frederic W. Cook & Co., Inc. (“Frederic Cook”) to serve as its compensation consultant and assist in the preparation of information provided to the Compensation Committee, including a competitive market analysis of executive compensation. Our CEO, Mr. Weiss, has final authority for the retention of Frederic Cook and Frederic Cook does not do any work directly for the Compensation Committee, although aservices. A representative of the firm generally attends Compensation Committee meetings as an invited guest.

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The Compensation CommitteeOCC has reviewed the nature of the relationship between itself and Compensia as an independent consulting firm, and its relationship with the members of Compensia as individuals, for potential conflicts of interest. In conducting this review, the Compensation CommitteeOCC gave consideration to the factors identified by the SEC and the NYSE as possibly contributing to conflicts, including the scope of work performed for the Compensation CommitteeOCC by Compensia, the fees paid to Compensia for services, and any personal or business relationships between our executive officers or members of the Compensation CommitteeOCC and Compensia or its individual members. Based on its review, the Compensation CommitteeOCC has determined there are no conflicts of interest or potential conflicts of interest arising in connection with the Compensation Committee’sOCC’s engagement of Compensia.

Management separately retains Frederic W. Cook & Co., Inc. (“Frederic Cook”) to serve as its compensation consultant and assist in the preparation of information provided to the OCC. Mr. White has final authority for the retention of Frederic Cook. A representative of the firm generally attends OCC meetings as an invited guest and the OCC considers recommendations from Frederic Cook on the same basis as recommendations from management.

Role of Management

Our CEO, Mr. Weiss,On behalf of management, Frederic Cook provides an annual report analyzing executive officer compensation. This report presents comparative compensation information based on peer group data and contains information regarding key trends in executive compensation for other comparable publicly-traded companies. This information is one factor in evaluating the design of our executive compensation program and the compensation elements and levels provided to our executive officers. Compensia evaluates the recommendations provided by Frederic Cook and advises the OCC on these findings.

In addition to the annual compensation report, management also provides recommendations to the Compensation CommitteeOCC regarding: (i) selection of companies for the compensation peer group (as described further below), (ii) base salary levels and base salary increases for our executive officers (other than himself), (iii) appropriate targets and achievement of awards under our Incentive Payment Plans, (iv) overall annual equity award levels, design and allocation, and (v) special compensation awards to executives who have demonstrated outstanding performance during the year or on special projects, employment terms and arrangements and stock ownership guidelines. Mr. Weiss does not participate in discussions of his own compensation.

Mr. Weiss

Management uses Frederic Cook’s analyses and guidance to develop these recommendations. The Compensation CommitteeOCC gives full consideration to histhese recommendations and reviews these recommendationsthem with Compensia before making its own decisions on the compensation of our executive officers. The Compensation Committee believes these recommendations provide valuable insightCEO does not generally participate in making compensation decisions, but retains its exclusive authority to determine and approve the compensation and benefitsdiscussions of our executive officers.his own compensation.

Compensation Peer Group

The Compensation Committee has responsibility for the selection of an appropriateOCC uses a peer group for understanding and assessing competitive compensation levels and practices within our industry. It reviews this compensation peer group annually, with consideration given to the recommendations and input of management, Frederic Cook, and Compensia.

The companies comprising the compensation

Our peer group areis drawn from publicly-traded companies headquartered in the United States. Recommendations for inclusion in the peer group companies are based on similarity of product lines or industry and similarity in company size as measured by annual revenue, market capitalization, operating margins, and other financial measures of organizational scope and complexity. For fiscal 2015,2018, companies were considered for inclusion in the compensation peer group that: (i) had revenue and/or a market capitalization between 0.5x and 2.0x of the Company in the past

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fiscal year, (ii) were in the medical device industry, and (iii) were identified as a peer by at least three other current peer companies, used the Company as a peer, or had been identified as a peer by one of the major proxy advisory firms.

The compensation peer group for fiscal 20152018 was comprised of the following companies:

The Compensation Committee has reviewed this compensation peer group as part of its consideration of compensation planning for fiscal 2016 and determined that the peer group continues to be appropriate for purposes of compensation comparisons. Therefore, the compensation peer group has been retained with no changes for use in review of executive compensation for fiscal 2016.

Compensation Elements

The primary elements of our executive compensation program are as follows:are:

Each of these primary elements, other than base salary, require achievementdepend on specific financial metrics (in the case of strong financial resultsperformance based equity and annual bonus) and significant increases in our stock price (in the case of time-based equity), creating a link between our performance and NEO compensation. Additionally, compensation is balanced between short-term and long-term factors to realize significant (or any) amountsencourage attention to both annual objectives and long-term strategic goals.

In the 2018 fiscal year, approximately 70% of compensation.Mr. Weiss’s, and approximately 88% of Mr. White’s, total direct compensation was long-term equity awards providing value over a three- to five-year time frame. Approximately 84%69% of our CEO’sother NEO’s target total direct compensation for fiscal 2015 and approximately 76% of our other Named Executive Officers target total direct compensation for fiscal 2015 was “at risk” (that is, either performance-based or subject to stock price fluctuations).long-term equity awards.

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Chief Executive Officer Compensation

The Compensation Committee structures compensation for our CEO to reflect his overall responsibility for, and significant role in, our strategic direction, management, leadership, and operating results, taking into consideration the practices of our compensation peer group and our industry sector.

In setting Mr. Weiss’ compensation for fiscal 2015, the Compensation Committee considered the following factors:

Based on these factors, and our overall performance and growth in the prior fiscal year, the Compensation Committee approved an approximately 3% increase in Mr. Weiss’ overall target total direct compensation for fiscal 2015. Mr. Weiss’ target annual cash bonus opportunity was maintained at 100% of his annual base salary.

Other Named Executive Officer Compensation

Adjustments to annual compensation for our other Named Executive Officers is based, in part, on changes in their responsibilities, overall execution of duties throughout the prior fiscal year, Company performance relative to pre-determined performance objectives, and internal alignment among our executive officers. Peer group compensation practices and competitive market changes and conditions are also taken into account.

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Base Salary

For fiscal 2015, the Compensation Committee approved an increase of 3% for Ms. Kaufman, equivalent to the average increase for our employees generally, based on her individual performance during fiscal 2014. Messrs. McBride, Matz and White each received a 10% increase. The increases for Messrs. White and Matz recognized promotions for each of them and Mr. McBride’s base salary was increased to better align his compensation with other executives of the same level within our compensation peer group.

Incentive Payment Plan (IPP)(“IPP”)

As

Fiscal 2018 Performance Measurement

At the beginning of each fiscal year, the OCC approves an annual Incentive Payment Plan, or IPP, to provide annual performance-based cash incentive opportunities. Target levels for thepre-established performance measures used in the IPP are based on budgeted goals reflected in our annual operating plan. The IPP is discussed in more detail in the narrative to theGrants of Plan Based Awards Table on page 39, each year39.

Each NEO’s opportunity under the Compensation Committee adopts an Incentive Payment Plan, or IPP to provide performance-based cash bonus opportunities which are based onis allocated into two components:

Taken together, the budgeted goals reflected in our annual operating plan. We believe cash bonuses linked to specific, measurable, annual objectives provide an effective incentive tool to encourageIPP encourages our executive officers, including our Named Executive Officers, to meet our short-term business goals. Compensation based on these measures encourages our executive officersNEOs, to focus on both immediate business objectives generating annual growth, and stockholder returns.financial performance, as well as other factors that support longer-term performance.

The majority of the target cash bonus opportunities for each Named Executive Officer under the IPP are based on quantitative, pre-establishedFinancial targets for financial performance. In addition, a portion of their target annual cash bonus opportunities under the 2018 IPP recognizes other strategic, operational and individual accomplishments not specifically quantified elsewhere in the IPP, including market share growth, new product launches, business development and executive leadership. This component is awarded at the discretion of the Compensation Committee and allows for flexibility to reward individual and business achievements, or to recognize special circumstances. The Compensation Committee believes this flexibility is important to reward executive achievement in individual roles.

measures was based on our annual operating plan, as approved by our Board of Directors at the beginning of fiscal 2015,2018. Targets were subject to adjustment in the event offor acquisitions and/or divestitures that were subsequently approved by our Board of Directors or such other items during the fiscal year as determined atby the

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discretion Board. The table below describes the relationship between the earned award and Company performance for each of the Compensation Committee. Our reported non-GAAP EPS for fiscal 2015 excludedfinance measures included in the impact of amortization, costs associated to acquisitions and related business integration, facility start-up costs, and specific litigation settlement and legal costs. For purposes of achievement under the 2015 IPP, our reported results provided a baseline calculation of non-GAAP EPS which could be adjusted at the discretion of the Compensation Committee.

Minimum achievement thresholds were set at 85% of the target level for cash flow and non-GAAP EPS and at 90% of the target level for revenue.2018 IPP. No bonus amountaward was payable with respect to any financial performance measure that did not reach its minimum achievement threshold. In addition, both revenue and non-GAAP EPS mustFor each NEO, the incentive that can be paid for any individual financial performance measure was capped at 200%.

IPP Achievement Required to Attain Payout (1)

Further, any two of the three quantitative measures were required to exceed 95% of their target levelachievement before bonus amountsawards for any quantitative performance measure could exceed 100% of target. For each Named Executive Officer, the maximum total bonus that can be paid based on the financial performance measures was capped at 200% of his or her target cash bonus opportunity.

In addition to approving the quantitatively assessed portioncalculation of bonusesachievement based on financial results under the 20152018 IPP is subject(discussed in more detail below), the OCC also has the separate authority to adjustment at the Compensation Committee’s discretion. Regardless of actual financial achievement,reduce the quantitative portion of bonuses could be reducedthe bonus by up to 25% if the Compensation Committee determined that calculated bonuses. This determination would be based on actual achievement levels were not merited due to suchany facts and circumstances as itthe OCC considered to be in the Company’s best interests. Additionally, awardAward payments could also be reduced or cancelled inby the event thatOCC if a review of the results for the first two months of fiscal 2016 reflect2019 reflected anomalous negativeunfavorable events that were attributable to fiscal 2015.2018. The OCC did not determine that any adjustments to awards for fiscal 2018 were necessary under these provisions.

The discretionary portioncomponent of individual IPP awards is based entirely on the OCC’s assessment of executive performance during the fiscal year. The discretionary component allows the OCC the flexibility to recognize factors such as:

The termsOCC believes this flexibility, which can account for factors that impact our results either positively or negatively, is important to connect cash incentive awards with its assessment of the 2015executive achievement in individual roles.

2018 IPP also permit adjustment of the specified performance target levels at the Compensation Committee’s discretion. Results

Financial Measure Achievement

In approving the actual achievement levels for fiscal 2015,2018, the Compensation CommitteeOCC reviewed management’s presentation of our financial results and gave consideration to the events during the fiscal year whichthat impacted budget targets and which should be included or excluded as appropriate. The Compensation Committee considered events related totargets. On review, the integration of the Sauflon Pharmaceuticals operations and the impact of foreign exchange rate fluctuations in particular in making its determinations for fiscal 2015.

Based on our financial performance in fiscal 2015 and the terms of the 2015 IPP, the Compensation Committee determined that total quantitativeOCC approved achievement under the 20152018 IPP met threshold achievement levels but did not meet or exceed the target level for any ofbased on the financial performance measures. Accordingly, the bonuses earned by our Named Executive Officers were below target levels.

In assessing quantitative achievement under the 2015 IPP, the Compensation Committee took into consideration various items, including complexities encountered in the global integration of the Sauflon acquisition, which it felt were not reflected in the quantitative results as calculated under the terms of the 2015 IPP. As a result, it chose to reduce quantitative achievement for awards under the 2015 IPP by 5% overall, believing that this was the most effective way to accountreported for the adjustments it believed appropriate to align executive compensationCompany with financial performance in the 2015 fiscal year.no adjustments.

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The target levels for each of the financial performance measures, and our actual achievement compared toas approved by the threshold and target levels for such measures,OCC, and the associated bonusaward amounts earned with respect to each of these measures under the 20152018 IPP is set out below, and a full discussion of our financial results can be found in Item 7,Management’s Discussion and Analysis ofFinancial Condition and Results of Operations of our Annual Report on Form10-K for the fiscal year ended October 31, 2015.2018.

Corporate Achievement by Division

(Basis of Awards Paid to NEOs)

Corporate: