January 27, 2017February 1, 2019

Dear Stockholder:

You are cordially invited to join us at the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of The Cooper Companies, Inc., which will be held at 8:00 a.m. (PDT) on March 13, 201718, 2019 at the offices of The Rose Hotel, 807 Main Street,Cooper Companies, Inc., 6140 Stoneridge Mall Road, Suite 590, Pleasanton, 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 approve an executive incentive plan governing cash incentive awards forvoting.

The Notice contains instructions on how to access our senior executives. We willmaterials through the internet and also ask our stockholderscontains instructions on how to take advisory votes on the compensationreceive a paper copy of our Named Executive Officersproxy materials, including this Proxy Statement, our 2018 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 frequency with which we present such advisory votes.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 that discuss matters to be votedinstructions on and to 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

Stockholders of record at the close of business on Tuesday, January 17, 2017,22, 2019, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about January 31, 2017,February 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 Form10-Kfor the fiscal year ended October 31, 2016.2018. 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 27, 2017February 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.

This Proxy Statement was provided to all stockholders of record at Tuesday, January 22, 2019 and is presented on our behalf by order of the Board of Directors. It contains information about our Company and the proposals to be presented at the Annual Meeting. We will holdhave also furnished our 2018 Annual MeetingReport to all stockholders of Stockholders (the “Annual Meeting”) on Monday, March 13, 2017 inrecord. The Boardroom at The Rose Hotel, 807 Main Street, Pleasanton, California. The meeting will start at 8:00 a.m. (PDT).Annual Report contains our financial statements for the fiscal year ended October 31, 2018 and other useful information, but it is not part of the materials for the solicitation of proxies.

Proposals

PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING				Our Board      Recommends:
Proposal 1:		Election of nine Directors (p. 55)		FOR
Proposal 2:		Ratification of KPMG LLP as our Independent Registered Public Accounting Firm (p. 61)		FOR
Proposal 3:		Approval of the 2017 Executive Incentive Plan (p. 62)		FOR
Proposal 4:		Advisory Vote on Executive Compensation (p. 68)		FOR
Proposal 5:		Advisory Vote on the Frequency of Presentation of Advisory Votes on Executive Compensation (p. 70)		ANNUAL

Detailed information regarding each of these proposals is presented in this Proxy Statement starting on page 54. 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.

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.

This Proxy Statement was provided to all stockholders of record at Tuesday, January 17, 2017 and is presented on our behalf by order of the Board of Directors. It contains information about ourOther Company and the proposals to be presented at the Annual Meeting. We have also furnished our 2016 Annual Report on Form10-K to all stockholders of record. The Annual Report contains our financial statements for the fiscal year ended October 31, 2016 and other useful information, but it is not part of the materials for the solicitation of proxies.Information

You may also find useful information about the Company on our website athttp://www.coopercos.com.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”).

Voting Information

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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 17, 2017.22, 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 48,923,30449,339,170 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. 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” 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”?

Broker“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 internet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to provide our proxy materials electronically if you have not previously requested to receive only printed materials on an ongoing basis. Accordingly, on or about January 31, 2017,February 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 internet or to request a printed copy.

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The Notice was sent to our stockholders of record at January 17, 2017.22, 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.

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 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:

Carol R. KaufmanRandal L. Golden

Executive Vice President, Secretary Chief Administrative Officer & Chief Governance OfficerGeneral 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

SEC rules and our Bylaws permit stockholders to nominate directors for election and to propose other business to be considered by stockholders at the Annual Meeting under various mechanisms.

To be considered at the 20182020 Annual Meeting, director nominations or other proposals must be submitted in writing to:

Carol R. Kaufman,Randal L. Golden, Secretary

The Cooper Companies, Inc.

6140 Stoneridge Mall Road, Suite 590

Pleasanton, CA 94588

Proposals to be presented under Rule14a-8:

Proposals under Rule14a-8 must be submitted no later than October 3, 2017 to be included in our next Proxy Statement and considered at the 2018 Annual Meeting of Stockholders.

Proposals and Director Nominations and Proposals Submitted Under Other Bylaw Provisions: Proposals under our Bylaws must be submitted no earlier than November 13, 2017 and no later than December 13, 2017.

No earlier than November 18, 2019 and no later than December 18, 2019.

In the event that we set the date for the 20182020 Annual Meeting more than 30 days before or more than 70 days after March 13, 2018,18, 2020, submissions may be made 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.

Other Director Nomination Proposals:

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 89 for information about the Committee’s criteria for director nominations.

The person recommending the nominee must be a stockholder entitled to vote at the 20182020 Annual Meeting, and recommendations must be received in writing between November 13, 2017 and December 13, 2017.

Meeting. To be considered, recommendations must include:

If we increase the number of directors to be elected at the 20182020 Annual Meeting with less than 100 days’ notice prior to March 13, 201818, 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.

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OWNERSHIP OF THE COMPANY

Principal Securityholders

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 27, 2017.22, 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

About Our Board of Directors

Our Board of Directors has nine members, each of whom stands for election annually. All of our directors, except Messrs. Weiss and White, have been determined by the Board to be independent. 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, other than as a stockholder of the Company or through their service on the Board. The Board and its 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 headedDirector Compensation on page 50. Mr. WeissWhite serves as our Chief Executive Officer and receives no additional compensation for his service on the Board. His compensationMr. 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 19.37.

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:

The Corporate Governance and Nominating Committee does not currently maintain a separate diversity 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

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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 and Nominations for 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.

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 as described below. Committee membership is determined by the Board and reviewed regularly.

As required by the SEC and NYSE, all members of our Audit Committee, Corporate Governance and Nominating Committee, Audit Committee, and 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 hasnon-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.

❖ - Committee Chair

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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 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 Committeereviews 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 underIdentification of Candidates on page 8.9.

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.

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 50.

Ethics and Business Conduct Policy

We have adopted an Ethics and Business Conduct Policy, or 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 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 Ethics Policy.

The 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;

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

Amendments to the Ethics Policy and any waivers from the 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 other

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executive 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 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 20162018 fiscal year.

Compensation Committee Interlocks and Insider Participation

During the 20162018 fiscal year, all of the members of the Organization and Compensation Committee were independent directors, no member was an employee or former employee of the Company, and no Committee member had any relationship requiring disclosure as a related party transaction. 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 20162018 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

Our Audit Committee currently has four members: Jody S. Lindell (Chair), Michael H. Kalkstein, William A. Kozy, and Gary S. Petersmeyer. Our Board has determined that all members of the Audit Committee are independent directors and are financially literate as required by the NYSE. 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 March 2016.2017. 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 20162018 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, 2016.2018. The total fees paid or payable to KPMG for the last two fiscal years are as follows:

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, 20162018 for filing with the SEC.

THE AUDIT COMMITTEE

Jody S. Lindell (Chair)

Michael H. Kalkstein

William A. Kozy

Gary S. Petersmeyer

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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 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 Senior Vice President, Chief Financial Officer & Treasurer since May 2018. He has served as our Treasurer since January 2013 and Vice President since November 2016.2014. He also serves as Executive Vice President and Chief Strategy Officer, positions he has held since December 2015 and July 2011, respectively. Since August 2015, Mr. White also oversees and directs our women’s healthcare business and is currently Chief Executive Officer of Cooper Medical, Inc., the parent company to CooperSurgical, Inc. Previously, he served as Vice President, Investor RelationsGlobal Logistics and Service for CooperSurgical, a position he held from November 2007 through March 2013 andJune 2017 to May 2018. Mr. Andrews previously served as Vice President andAssistant Treasurer for the Company from April 2006 throughto December 2012. Prior to joining the Company, Mr. White was a Director withCooper, he served held various corporate and investment banking positions at KeyBanc Capital Markets for three yearsfrom 2002 to 2006 and heldat ING Barings from 2000 to 2001. He holds a number of leadership positions within KeyBank National Association over the prior eight years.B.A. in 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 a member of its finance, risk management and audit committee. She formerly served as a director of Chindex International, Inc. (NASDAQ: CHDX) and as a member of its audit and compensation committees and chaired the nominating and corporate governance committees. She also served as a member of the Special Transaction Committee in connection with sale of Chindex to TPG in 2014.

Mr. 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, Tax for the Company from July 2013 to July 2017. Prior to joining Cooper, he served as International Tax Director for Intel Corp. (NASDAQ: INTC) from 2010 to 2013 and in various other senior finance and tax positions over the past 20 years. He holds a masters degree from DePaul University and is a Certified Public 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.the Lehigh-Hahnemann6-yearBA-MD program in Philadelphia (1984), and completed his internship and a residency in Obstetrics & Gynecology at the Yale School of Medicine, New Haven, CT.

REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE

18The 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, 2018.

The Year in Review

Management Transition – Succession Planning Implementation

The 2018 fiscal year included significant management transitions for Cooper. Robert S. Weiss and 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 OCC, 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 CooperSurgical 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 and Operational HighlightsPerformance 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 targets for all 2018 executive compensation and exceeded our free cash flow goal. We also continued to set new records for revenue,non-GAAP earnings per share, and cash flow.

Operational Performance

Both 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:

Other NEO Compensation

Compensation for our other NEOs is determined based on their current role, recent changes to their responsibilities, and overall execution of duties throughout the prior fiscal year. Company performance, 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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Executive Compensation Highlights

For fiscal 2016 the compensation for our Named Executive Officers, including Mr. Weiss, was awarded as follows:

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Compensation Objectives / Pay for Performance

To meet these objectives our program emphasizes certain principles:Robert D. Auerbach, M.D.

•  6% increase in base salary

•  Additional 11% increase in base salary

•  Increase annual cash incentive target to 60%

TheChanges approved at the beginning of the fiscal year were based on individual performance in prior years, comparison to peers, management recommendations and recommendations from the OCC’s compensation packagesconsultants.Mid-year adjustments to executive compensation for the 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 Ms. 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 Ms. Kaufman on retirement are discussed in more detail in the section titledPotential Payments Upon Termination or Change In Control below on page 48. Mr. Weiss continues to serve on our Named Executive Officers are designed to reward achievementBoard of both short-termDirectors and long-term goals, as reflected in specific financial measures and continued service to the Company. Encouraging long-term service and continued financial achievement has created strong results for uswill be compensated as a Company and we have maintained steady growth and returns for our stockholders (see below).

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We consider our compensation package design to be integral to our success and believe the selected performance measures serve as significant indicators for our continued success, while use of time-based equity awards encourages stable and continuous leadership from our key talent.

Non-Executive Director starting January 1, 2019.

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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 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 vote on the compensation of our Named Executive Officers (the“Say-on-Pay” vote)vote in determining the design of our executive compensation program and the composition and levels of our individual compensation packages.

At our 20162017 Annual Meeting of Stockholders, 84%94% of the votes cast on ourSay-on-Pay proposal were voted in favor of the compensation program for our Named Executive Officers.NEOs. The Compensation CommitteeOCC viewed this result as a strong affirmation of our program structure and considered these results when developing the compensation packages for fiscal 20162018 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 advice on compensation of our executive officers and thenon-employee members of our Board of Directors. Under this engagement, Compensia reports directly to the Compensation Committee and does no other work for the Company and the Compensation CommitteeOCC also maintains sole authority to determine the terms of Compensia’s retention and services. A representative of the firm generally attends Compensation CommitteeOCC meetings. Management interaction with Compensia is generally limited to communication of information provided by management to the Compensation Committee.

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. Mr. Weiss has final authority for the retention of Frederic Cook. A representative of the firm generally attends Compensation Committee meetings as an invited guest, but Frederic Cook does no work directly for the Compensation Committee.

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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

On behalf of management, Frederic Cook provides the Compensation Committee with 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. The Compensation Committee uses thisThis information asis 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 management and reviews the work done by Frederic Cook and advises the Compensation CommitteeOCC on these findings.

In addition to the annual compensation report, Mr. Weissmanagement also provides recommendations to the Compensation CommitteeOCC regarding:

Mr. WeissManagement 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. Mr. WeissThe CEO does not generally participate in discussions of his own compensation.

Peer Group

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

Our peer group is drawn from publicly-traded companies headquartered in the United States. Recommendations for 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 2016,2018, companies were considered for inclusion in the peer group that: (i) had revenue and/or a market capitalization between 0.5x and 2.0x of the Company in the past fiscal year, (ii) were in the medical device industry,

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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 peer group for fiscal 20162018 was comprised of the following companies:

In August 2016, the Compensation Committee reviewed our peer group as part of its consideration of compensation planning for fiscal 2017 and removed Sirona Dental Systems, Inc. due to its merger with Dentsply International, Inc. Other than that change, the peer group remains the same for fiscal 2017 compensation planning.

Compensation Elements

Compensation for our executive officers is determined based on their current role, recent changes to their responsibilities and overall execution of duties throughout the prior fiscal year. Company performance, internal alignment among our executive officers, peer group compensation practices, and competitive market changes and conditions are also taken into account.

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

Each of these elements, other than base salary, require achievement of strong financial results to realize significant (or any) amounts of compensation. Because of this dependencedepend on specific financial metrics (in the case of performance based equity and annual bonus) and significant increases in our stock price (in the case of time-vestedtime-based equity), we consider these elementscreating a link between our performance and NEO compensation. Additionally, compensation is balanced between short-term and long-term factors to be “at risk” for our Named Executive Officers. encourage attention to both annual objectives and long-term strategic goals.

In the 20162018 fiscal year, approximately 86%70% of Mr. Weiss’s, targetand approximately 88% of Mr. White’s, total direct compensation and approximately 83%was long-term equity awards providing value over a three- to five-year time frame. Approximately 69% of our other Named Executive OfficersNEO’s target total direct compensation was “at risk”.

long-term equity awards.

 

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Named Executive Officer Compensation Mix 2016 Target Total Direct Compensation
Avg. Named Executive Officer		Chief Executive Officer

Chief Executive Officer Compensation

Mr. Weiss’ target total direct compensation recognizes his significant role in driving our performance and future growth and his overall responsibility for our strategic direction, management, and leadership. The practices of our peer group and our industry sector are also considered.

In setting Mr. Weiss’ compensation for fiscal 2016, the Compensation Committee considered the following factors:

(i)*

Mr. Weiss’ personal assessment and the Compensation Committee’s own independent assessment “Other Compensation” represents 3% of his performance against previously approved objectivescompensation for the fiscal year;average NEO and 1% for Mr. Weiss.

��

 

(ii)

Our financial and operational results for the fiscal year;

(iii)

An analysis of his compensation relative to the compensation of chief executive officers at companies in our peer group prepared by Frederic Cook; and

(iv)

Advice from Compensia.

The Compensation Committee approved an increase of approximately 7% in Mr. Weiss’ target total direct compensation for fiscal 2016 as set out below:

		2015 CEO Compensation		2016 CEO Compensation		Change Year over Year
						($)		(%)
Base Salary (1)		$875,000		$875,000		$ - 0 -		0%
Annual Cash Incentive (Target @ 100% of salary) (2)		$875,000		$875,000		$ - 0 -		0%
Equity Awards (Grant Date Fair Value)
Performance Share Awards (at Target)		$851,938 (5,398 shares)		$937,067 (7,145 shares)		$85,154		10%
Stock Options (1)		$3,174,997 (65,195 options)		$3,492,255 (93,777 options)		$317,259		10%

(1)	Base salary and stock option award decisions for Mr. Weiss were made at the beginning of the fiscal year and prior year results were considered in setting these compensation amounts.

(2)

Presents the target annual cash incentive opportunity under our Incentive Payment Plan. For both years, target achievement was set at 100% of Mr. Weiss’ base salary. Actual achievement under the 2015 IPP was $689,500 (79% of $875,000) and achievement under the 2016 IPP was $1,117,375 (127.7% of $875,000).

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Incentive Payment Plan (“IPP”)

The Compensation Committee

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 38.39.

Annual cash incentives linked to specific, measurable, annual objectives encourageEach NEO’s opportunity under the IPP is allocated into two components:

(i)

75% of the target award is tied to quantitative,pre-established financial performance targets; and

(ii)

25% of the target award is at the discretion of the OCC and intended to recognize other strategic, operational, and individual accomplishments not specifically quantified elsewhere in the IPP.

Taken together, the IPP encourages our executive officers, including our Named Executive Officers,NEOs, to focus on both immediate business objectives generating annual growth, and stockholder returns. Target annual cash incentive opportunities for each Named Executive Officer are based on a combination of quantitative,pre-establishedfinancial performance, as well as other factors that support longer-term performance.

Financial targets for financial performance and discretionary recognition of other strategic, operational, and individual accomplishments not specifically quantified elsewhere in the IPP.

The discretionary component allows the Compensation Committee the flexibility to reward individual and business achievements during the year or to recognize special circumstances. The Compensation Committee believes this flexibility is important to connect cash incentive awards with its assessment of executive achievement in individual roles.

Under the 20162018 IPP the annual cash incentives payable to our Named Executive Officers were based on our fiscal 2016 revenue, cash flow andnon-GAAP EPS achievement, weighted as set forth in the accompanying chart, and the discretionary assessment of executive achievement. Weighting was based on the Compensation Committee’s prioritization of each quantitative measure for fiscal 2016.		Award Measures –2016 IPP			Weighting
		Quantitative Factors
		Revenue			25%
		Non-GAAP EPS			25%
		Cash flow			25%
					75%
		Committee Discretion			25%
		Total Target Award			100%

Financial targets were based on our annual operating plan, as approved by our Board of Directors at the beginning of fiscal 2016.2018. Targets were subject to adjustment for acquisitions and/or divestitures or other items during the fiscal year as determined by the Compensation Committee.Board. The discretionary componenttable below describes the relationship between the earned award and Company performance for each of awards is based entirely on the Compensation Committee’s assessment of executive performance duringfinance measures included in the fiscal year.

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

IPP Achievement Required to Attain Payout (1)

Performance Measure		Threshold		Target		Maximum
Revenue		90%		100%		110%
Earnings Per Share		85%		100%		120%
Cash Flow		85%		100%		120%

(1)

The IPP threshold payout is equal to approximately 10% of Target achievement, as presented in theGrants of Plan Based Awards table on page 39. Target achievement provides for payout of 100% of target bonus amounts and Maximum is capped at 200% of Target.

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