COOPER COMPANIES, INC. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Cooper's common stock, par value $0.10 per share, is traded on the New York Stock Exchange under the symbol “COO.” At December 1, 2021, there were 287 common stockholders of record. Dividend Policy Our current policy is to pay annual cash dividends on our common stock of $0.06 per share, in two semiannual payments of $0.03 per share each. In dollar terms, we paid cash for dividends of $3.0 million in each of fiscal 2021 and 2020. Dividends are paid when, as and if declared at the discretion of our Board of Directors from funds legally available for that purpose. Our Board of Directors periodically reviews our dividend policy and considers the Company's earnings, financial condition, liquidity needs, business plans and opportunities and other factors in making and setting dividend policy. Performance Graph The following graph compares the cumulative total return on Cooper's common stock with the cumulative total return of the Standard & Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, 2021. The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, 2016 and assumes that all dividends were reinvested. 61 THE COOPER COMPANIES, INC. AND SUBSIDIARIES COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among The Cooper Companies, Inc., the S&P 500 Index and the S&P Health Care Equipment Index *$100 invested on October 31, 2016 in stock or index, including reinvestment of dividends. Fiscal year ending October 31. Copyright© 2021 Standard & Poor's, a division of S&P Global. All rights reserved. October 2016 October 2017 October 2018 October 2019 October 2020 October 2021 The Cooper Companies, Inc. $ 100.00 $ 136.52 $ 146.81 $ 165.42 $ 181.40 $ 237.09 S&P 500 $ 100.00 $ 123.63 $ 132.71 $ 151.73 $ 166.46 $ 237.90 S&P Health Care Equipment $ 100.00 $ 124.98 $ 146.51 $ 180.98 $ 201.47 $ 266.11 62 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Issuer Purchases of Equity Securities There was no share repurchase activity during the three-month period ended October 31, 2021. The share repurchase program was approved by the Company’s Board of Directors in December 2011 (2012 Share Repurchase Program). The program as amended in December 2012 and December 2013 provides authorization for a total of $500.0 million. In March 2017, the program was amended and approved by the Company's Board of Directors for an increase of $500.0 million, providing authorization for a total of $1.0 billion. Purchases under the 2012 Share Repurchase Program may be made from time-to-time on the open market at prevailing market prices or in privately negotiated transactions and are subject to a review of the circumstances in place at the time and will be made from time to time as permitted by securities laws and other legal requirements. This program has no expiration date and may be discontinued at any time. During the fiscal year ended October 31, 2021, we repurchased a total of 69.6 thousand shares of common stock for $24.8 million at an average price of $356.6 per share under the repurchase program. At October 31, 2021, approximately $334.8 million remained authorized under the 2012 Share Repurchase Program. 63 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Equity Compensation Plan Information The following table sets forth certain information as of October 31, 2021, concerning the shares of our Common Stock that may be issued under any form of award granted under our equity compensation plans in effect as of October 31, 2021: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (A) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (B) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (C) Equity compensation plans approved by shareholders (2) 1,331,243 $245.09 1,917,390 Equity compensation plans not approved by shareholders — — — Total 1,331,243 $245.09 1,917,390 (1) The amount of total securities to be issued under Company equity plans upon exercise of outstanding options, warrants and rights shown in Column A includes 317,335 Restricted Stock Units granted pursuant to the Company's equity plans. These awards allow for the distribution of shares to the grant recipient upon the completion of time-based vesting periods. The total also includes 41,216 shares representing the maximum number of shares that may be issued subject to Performance Share Awards outstanding as of the end of the fiscal year. Restricted Stock Units and Performance Share Awards do not have an associated exercise price. Accordingly, these awards are not reflected in the weighted-average exercise price disclosed in Column B. (2) Includes information with respect to the Third Amended and Restated 2007 Long-Term Incentive Plan for Employees of the Cooper Companies, Inc. (the 2007 Plan), which was approved by stockholders on March 17, 2016, and provides for the issuance of up to 6,930,000 shares of Common Stock, the 2019 Employee Stock Purchase Plan (the 2019 ESPP), which was approved by stockholders on March 18, 2019 and provides for the issuance of up to 1,000,000 shares of Common Stock, the Second Amended and Restated 2006 Long-Term Incentive Plan for Non-Employee Directors of the Cooper Companies, Inc. (the 2006 Directors' Plan), which was approved by stockholders on March 16, 2011 and provided for the issuance of up to 950,000 shares of Common Stock, and the 2020 Long-Term Incentive Plan for Non-Employee Directors of the Cooper Companies, Inc. (the 2020 Directors' Plan), which was approved by stockholders on March 18, 2020 and provided for the issuance of up to 50,000 shares of Common Stock. As of October 31, 2021, up to 908,753 shares of Common Stock may be issued pursuant to the 2007 Plan, up to 970,784 shares of Common Stock may be issued pursuant to the 2019 ESPP and up to 37,853 shares of Common Stock may be issued pursuant to the 2020 Directors' Plan. The 2006 Directors' Plan expired by its terms in March 2019, and no additional shares will be issued under this plan. 64 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 6. Selected Financial Data. This item is no longer required as we have adopted the changes to Item 301 of Regulation S-K contained in the Securities and Exchange Commission's Release No. 33-10890. 65 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations