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Item 9A. Controls and Procedures

2023-12-08 compared with 2022-12-09 · 58 added, 46 removed, 175 unchanged (37% of the section changed)

12 unchanged sentences

Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, 2023.

The Company acquired Generate Life Sciences on December 17, 2021, and management excluded it from its assessment of the effectiveness of internal control over financial reporting as of October 31, 2022.

Generate’s and its subsidiaries’ internal control over financial reporting associated with total assets of $2.1 billion and total revenues of $249.5 million included in the consolidated financial statements of The Cooper Companies, Inc.

as of and for the year ended October 31, 2022.

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, 2023, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

7 unchanged sentences

Directors, Executive Officers and Corporate Governance.

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 2023 (the 2023 Proxy Statement).

The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders (the 2024 Proxy Statement).

Executive Compensation.

6 unchanged sentences

Principal Accounting Fees and Services.

The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the 2023 Proxy Statement.

The information required by this item is incorporated by reference to the 2024 Proxy Statement.

THE COOPER COMPANIES, INC.

30 unchanged sentences

EXHIBIT INDEX

Incorporated by Reference

Exhibit Number Description of Document

3.1 Second Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, 2006

3.2 Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 18, 2018

3.1 Second Restated Certificate of Incorporation

3.2 Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018

4.1 Description of Securities of The Cooper Companies, Inc.

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

Registered under Section 12 of the Exchange Act

10.1# The Cooper Companies, Inc.

Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, 2007

Change in Control Severance Plan, dated May 21, 2007

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

and Albert G.

White III, effective as of November 1, 2018, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019

White III, effective as of November 1, 2018

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

and Daniel G.

McBride, effective as of November 1, 2018, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019

McBride, effective as of November 1, 2018

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

Andrews, effective as of November 1, 2018, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019

Andrews, effective as of November 1, 2018

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

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

10.6# 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

10.7# Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007

10.8# Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007

10.9# Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated February 13, 2009

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

10.11# 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

Sheffield, effective as of November 1, 2018

10.6# The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10.7# Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10.8# Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10.9# Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10.10# The Cooper Companies, Inc.’s 2019 Employee Stock Purchase Plan

10.11# The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.

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

, incorporated by reference to Exhibit 10.13 to the C ompan y's An nual Report on Form 10-K for the fiscal year ended October 31, 2020 , incorporated by reference to Exhibit 10.1

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

License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc.

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

10.15 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

10.16 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

10.17 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

1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc.

10.15 Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc.

10.16 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.

10.18 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

10.19 Amendment No.

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

Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent.

Amendment No.2 and Joinder, dated as of December 17, 2021, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Limited, CooperVision Holding Kft., CooperSurgical Holdings Limited, the lenders party thereto, and KeyBank, National Association, as administrative agent

10.22 Agreement and Plan of Merger, dated as of November 6, 2021, by and among The Cooper Companies, Inc., CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC.

10.23 Amendment No.1, dated as of February 1, 2023, to the Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc.

and PNC Bank, National Association, as the administrative agent.

10.24 Amendment No.

3, dated as of February 1, 2023, to the Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, by and among the Company, CooperVision International Limited, and CooperSurgical Holdings Limited, the borrowers party thereto, and KeyBank National Association, as administrative agent.

The Cooper Companies, Inc.

2023 Incentive Payment Plan.

The Cooper Companies, Inc.

2023 Long-Term Incentive Plan

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Incorporated by Reference

Exhibit Number Description of Document

10.19 Amendment No.

10.20 Loan Agreement, dated as of November 2, 2021, among the Company, the lenders party thereto and The Bank of Nova Scotia, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 5, 2021

10.21 Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to the Company's Current Report on Form 8-K filed on December 17, 2021.

10.22 Amendment No.2 and Joinder, dated as of December 17, 2021, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Limited, CooperVision Holding Kft., CooperSurgical Holdings Limited, the lenders party thereto, and KeyBank, National Association, as administrative agent , Exhibit 10.

3 of the Company's Current Report on Form 8-K filed December 10, 2021

Form of Stock Option Agreement for the 2023 Long-Term Incentive Plan

Form of Restricted Stock Unit Agreement for the 2023 Long-Term Incentive Plan

Form of Performance Stock Unit Agreement for the 2023 Long-Term Incentive Plan

The Cooper Companies, Inc.

2022 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 10, 202 1

10.24 Agreement and Plan of Merger, dated as of November 6, 2021, by and among The Cooper Companies, Inc., CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 10, 2021

2017 Executive Incentive Plan

The Cooper Companies, Inc.

Compensation Recovery Policy

19 Stock Trading P olicy

21 Subsidiaries

23 Consent of Independent Registered Public Accounting Firm

24 Power of Attorney (included on signature page hereto)

31.1 Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

34 unchanged sentences

JAY Director December 8, 2023

LINDELL Director December 9, 2022

/s/ CYNTHIA L.

Director December 8, 2023

PETERSMEYER Director December 8, 2023

December 8, 2023

(Lawrence Kurzius)

/s/ MARIA RIVAS M.D.

3 unchanged sentences

MADDEN Director December 8, 2023

/s/ CYNTHIA L.

Director December 9, 2022

THE COOPER COMPANIES, INC.

4 unchanged sentences

Vice Chairman and Lead Director;

President and Chief Executive Officer,

Management, Inc.

Chief Strategy Officer, Penske Entertainment Corp.

Chief Executive Officer (interim), LivaNova PLC

Lawrence Kurzius

Maria Rivas M.D.

4 unchanged sentences

Madden (Chairman)

Lawrence Kurzius

Maria Rivas M.D.

4 unchanged sentences

Jay (Chairman)

Lawrence Kurzius

EXECUTIVE OFFICERS

31 unchanged sentences

TRANSFER AGENT

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report.

Equiniti Trust LLC

48 Wall Street, Floor 23

New York, NY 10005

CooperVision, CooperSurgical, and other trade names, trademarks or service marks of CooperCompanies and its subsidiaries appearing in this report are the property of CooperCompanies and its subsidiaries.

Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.

INDEPENDENT AUDITORS

STOCK EXCHANGE LISTING

The New York Stock Exchange

Nasdaq Global Select Market

Ticker Symbol “COO”

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