Cabot Microelectronics Corporation 2012 Proxy Statement

2012 Proxy Statement

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2012 Proxy Statement
	Notice of Annual Meeting of Stockholders
	Table of Contents
	About the Meeting

Stock Ownership
	Security Ownership of Certain Beneficial Owners and Management
	Section 16(a) Beneficial Ownership Reporting Compliance
	Existing Equity Compensation Plan Information

Election of Directors

Board Structure & Compensation
	Board of Directors and Board Committees
	Criteria for Nominating Directors
	Compensation of Directors
	Compensation Committee Interlocks and Insider Participation

Fees of Independent Auditors & Audit Committee Report
	Fees Billed by Independent Auditors
	Report of the Audit Committee

Compensation
	Compensation Discussion and Analysis
	- Fiscal Year 2011 Executive Compensation Summary
	- Overview
	- Elements of Compensation
	- Proposed Leveraged Recapitalization via a Special Cash Dividend
	- CEO Compensation
	- Regulatory and Other Factors
	Compensation and Risk
	Compensation Committee Report
	Executive Compensation
	- Summary Compensation Table
	- Employment Agreements
	- Standard Employee Benefits
	2011 Grants of Plan-Based Awards
	- 2000 Equity Incentive Plan
	- Executive Officer Deposit Share Program
	Outstanding Equity Awards at 2011 Fiscal Year-End
	2011 Option Exercises and Stock Vested
	Pension Benefits
	2011 Nonqualified Deferred Compensation
	Potential Payments upon Termination or Change in Control
	- Employment Agreement
	- Change in Control Severance Protection Agreements
	- Treatment of Equity Awards

Additional Proposals & Information
	Certain Relationships and Related Transactions
	Non-binding Advisory Vote on Executive Compensation
	Approval of 2012 Omnibus Incentive Plan
	- Existing Plan Information as of January 13, 2012
	- Existing Equity Compensation Plan Information as of September 30, 2011
	- Description of the Plan
	- Impact of Proposed Leveraged Recapitalization via Special Cash Dividend
	- 2012 Omnibus Incentive Plan Benefits
	Ratification of the Selection of Independent Auditors
	2013 Annual Meeting of Stockholders
	"Householding" of Proxy Materials
	Voting Through the Internet or by Telephone
	Appendix A - Audit Committee Charter
	Appendix B - Audit Committee Pre-Approval Policy for Services to be Provided by Independent Auditor
	Appendix C - 2012 Omnibus Incentive Plan

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