The Cooper Companies (COO) Proxy Filing summary

Executive summary

• Fiscal 2025 featured organizational transformation, exceeding earnings expectations each quarter, double-digit earnings growth, and outperformance in free cash flow, with revenue reaching $4.09B, up 5% from 2024.

• Gross margin was 66% (non-GAAP: 68%), operating margin 17% (non-GAAP: 26%), and free cash flow totaled $434M.

• Nearly $300M of stock was repurchased, and the buyback program was expanded to $2B, with $1B remaining for future repurchases.

• Major restructuring and integration activities were completed, unlocking $50M in expected annual pre-tax savings starting fiscal 2026.

• Priorities for 2026 include accelerating growth, improving profitability, increasing cash generation, and continuing capital returns.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, ratify KPMG LLP as independent auditor for FY2026, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine nominees, 89% independent, 57% female, with an average age of 67 and median tenure of 4.7 years.

• All committees (Audit, Corporate Governance & Nominating, Organization & Compensation) are composed of independent directors.

• Board and committee self-evaluations are conducted annually, with third-party facilitation.

• Directors are subject to stock ownership requirements and annual elections.

• Board refreshment is ongoing, with six of nine directors joining in the past five years.