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Item 9A. Controls and Procedures

2020-12-11 compared with 2019-12-20 · 37 added, 58 removed, 209 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives.

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The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, 2020 , as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the Company's fiscal quarter ended October 31, 2020 , that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Subsequent to the year end, the Company will adopt ASU 2016-02, Leases (Topic 842) , as discussed in Note 1.

“Accounting Policies, Accounting Pronouncements Issued Not Yet Adopted” in our fiscal year and interim periods beginning on November 1, 2019.

The Company will adopt the standard using the optional transition method and will record a cumulative-effect adjustment to the Company's Consolidated Balance Sheet as of November 1, 2019.

The Company has implemented changes to certain business processes, systems and internal controls to support adoption of the new standard and the related disclosure requirements, including the implementation of a third-party leasing software solution.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that certain of our

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 related considerations and any impact on the design and operating effectiveness of our internal control over financial reporting.

Other Information.

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Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to the subheadings, “Proposal 1 - Election of Directors,” “Executive Officers of the Company,” “Corporate Governance - Delinquent Section 16(a) Reports ,” “Corporate Governance - About Our Board of Directors,” “Corporate Governance - Identification of Candidates,” “Corporate Governance - Corporate Governance Policies - Ethics and Business Conduct Policy,” “Corporate Governance - Board Committees - The Audit Committee” and “Report of the Audit Committee” of the Company's Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March 2020 (2020 Proxy Statement).

The information required by this item is incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March 2021 (the 2021 Proxy Statement).

Executive Compensation.

The information required by this item is incorporated by reference to the subheadings “Report of the Organization and Compensation Committee,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” “Potential Payments Upon Termination or Change in Control,” “Director Compensation” and “Corporate Governance - Compensation Committee Interlocks and Insider Participation” of the 2020 Proxy Statement.

The information required by this item is incorporated by reference to the 2021 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Market for Registrant's Common Equity and Related Stockholder Matters - Equity Compensation Plan Information.

Additional information required by this item is incorporated by reference to the subheadings “Securities Held by Insiders” and “Principal Securityholders” of the “Ownership of the Company” section of the 2020 Proxy Statement.

Additional information required by this item is incorporated by reference to the 2021 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated by reference to the subheadings “Corporate Governance - Related Party Transactions,” “Proposal 1 - Election of Directors” and “Corporate Governance - About Our Board of Directors” of the 2020 Proxy Statement.

The information required by this item is incorporated by reference to the 2021 Proxy Statement.

Principal Accounting Fees and Services.

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Description of Securities of The Cooper Companies, Inc.

Registered under Section 12 of the Exchange Act

Registered under Section 12 of the Exchange Act, incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019

The Cooper Companies, Inc.

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Sheffield, effective as of November 1, 2018, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019

Executive Employment Agreement by and between The Cooper Companies, Inc.

and Robert D.

Auerbach, M.D., effective as of November 1, 2018, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019.

The Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 1, 2011

Amendment No.

1 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2011

Amendment No.

2 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2012

Amendment No.

3 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013

Amendment No.

4 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Exhibit Number

Description of Document

Amendment No.

5 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018

Form of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc.

2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007

Form of Restricted Stock Unit Agreement Pursuant to The Cooper Companies, Inc.

Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016

The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016

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The Cooper Companies, Inc.’s 2019 Employee Stock Purchase Plan incorporated by reference to Company’s Proxy Statement filed February 01, 2019

The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 4, 2020

Form of Restricted Stock Unit Agreement pursuant to the 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.

License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008

Amendment No.

1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on December 21, 2012

Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 12, 2005

First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 12, 2005

Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 12, 2005

THE COOPER COMPANIES, INC.

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Description of Document

Revolving Credit and Term Loan Agreement, dated as of March 1, 2016, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders from time to time party thereto, KeyBank National Association, as administrative agent, swing line lender and a letter of credit issuer, KeyBanc Capital Markets Inc., Citigroup Global Markets Inc., DNB Bank ASA, New York Branch, J.P.

Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Union Bank, N.A.

and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., DNB Bank ASA, New York Branch, JPMorgan Chase Bank, N.A., and MUFG Union Bank, N.A., as syndication agents, Citibank, N.A.

and Wells Fargo Bank, National Association, as documentation agents, and TD Bank, N.A., PNC Bank, National Association, and U.S.

Bank, National Association, as senior managing agents, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 3, 2016

Amendment No.

1 to the Revolving Credit and Term Loan Agreement dated March 1, 2016, entered on January 31, 2019, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V, CooperVision Manufacturing Costa Rica, S.R.L., the lenders from time to time party thereto, and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on March 6, 2019.

Loan Agreement, dated as of November 1, 2017, among The Cooper Companies, Inc., the lenders party thereto, and DNB Bank ASA, New York Branch, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 1, 2017

Loan Agreement, dated as of November 1, 2018, among The Cooper Companies, Inc., the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 1, 2018

Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 2, 2020

Amendment No.

1, dated as of September 27, 2019, to Loan Agreement, dated as of November 1, 2018, among The Cooper Companies, Inc., the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to the Company’s Current Report on Form 8-K filed September 27, 2019

1 and Joinder, dated as of October 30, 2020, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent

The Cooper Companies, Inc.

2020 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 16, 2019

Transition and Retirement Agreement entered into by and between The Cooper Companies, Inc.

and Randal L.

Golden as of February 15, 2020, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 6, 2020

Transition and Retirement Agreement, by and between The Cooper Companies, Inc.

and Robert D.

Auerbach M.D., effective as of July 8, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated September 4, 2020

Consent of Independent Registered Public Accounting Firm

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The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, 2020, 2019 and 2018 (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2020, 2019 and 2018 (iii) Consolidated Balance Sheets at October 31, 2020 and 2019, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2020, 2019 and 2018 (v) Consolidated Statements of Cash Flows for the years ended October 31, 2020, 2019 and 2018, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts

Cover Page Interactive Data File (embedded within the Inline XBRL document)

THE COOPER COMPANIES, INC.

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Exhibit Number

Description of Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit.

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December 11, 2020

Senior Vice President, Chief Financial Officer & Treasurer

Executive Vice President, Chief Financial Officer & Treasurer

December 11, 2020

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December 11, 2020

/s/ MICHAEL H.

December 20, 2019

/s/ WILLIAM A.

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December 11, 2020

/s/ TERESA S.

December 11, 2020

THE COOPER COMPANIES, INC.

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Pharmaceuticals, Inc.

Of Counsel, Palo Alto Office, Dechert LLP

President and Chief Executive Officer,

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Corporate Governance and Nominating Committee

Kozy (Chairman)

Rubenstein, M.D.

Organization and Compensation Committee

Kalkstein (Chairman)

Jay (Chairman)

EXECUTIVE OFFICERS

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Senior Vice President Finance and Tax, and Chief Accounting Officer

Senior Vice President, Chief Financial Officer & Treasurer

Executive Vice President, Chief Financial Officer & Treasurer

Holly Sheffield

Executive Vice President and Chief Strategy Officer

Auerbach, M.D

President of CooperSurgical, Inc.

Auerbach, M.D

Special Advisor to the Chief Executive Officer

McBride, Esq.

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INVESTOR RELATIONS CONTACT

Vice President of Investor Relations & Administration

Vice President, Investor Relations & Risk Management

6101 Bollinger Canyon Road

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures