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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 14
Prior to the engagement of the independent registered public accounting firm for the next year’s audit, management will
submit a list of services and related fees expected to be rendered during that year within each of the four categories of
services to the Audit Committee for approval.
1 Audit services include audit work performed on the financial statements and related to the evaluation and report-
ing on the effectiveness of the Company’s internal control over financial reporting, as well as work that generally
only the independent registered public accounting firm can reasonably be expected to provide, including comfort
letters, consents and other services related to SEC matters, and discussion surrounding the proper application of
financial accounting and/or reporting standards.
2 Audit-related services are for assurance and related services that are traditionally performed by the independent
registered public accounting firm, including due diligence related to mergers and acquisitions and employee ben-
efit plan audits.
3 Tax services include all services, except those services specifically related to the audit of the financial statements,
performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting
with the coordination of execution of tax related activities, primarily in the area of corporate developments; sup-
porting other tax related regulatory requirements; and tax compliance and reporting.
4 Other Fees are those associated with services not captured in the other categories.
Prior to engagement, the Audit Committee pre-approves the independent registered public accounting firm’s services
within each category. The fees are budgeted and the Audit Committee requires the independent registered public account-
ing firm and management to report actual fees versus budget periodically throughout the year by category of service.
During the year, circumstances may arise when it may become necessary to engage the independent registered public ac-
counting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit
Committee requires specific pre-approval before engaging the independent registered public accounting firm.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such
authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at
its next scheduled meeting.
Proposal 3: Advisory Vote on the Compensation of Our
Named Executive Officers (“Say-on-Pay Vote”)
Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we seek a non-binding ad-
visory vote from our stockholders to approve the compensation of our “named executive officers” (NEOs) as disclosed in
the “COMPENSATION DISCUSSION AND ANALYSIS” (CD&A) and tabular disclosures of this Proxy Statement. Since the
required vote is advisory, the result of the vote is not binding upon the Board.
Endo’s compensation philosophy is to pay for performance, support Endo’s business strategies and offer competitive com-
pensation arrangements. In the CD&A, we have provided stockholders with a description of the Company’s compensation
programs, including the philosophy and strategy underpinning the programs, the individual elements of the compensation
programs and how our compensation plans are administered. Our compensation philosophy is designed to attract and
retain highly-talented individuals and motivate them to achieve competitive corporate performance, while embracing the
Company’s values and leadership attributes. Our programs seek to:
• Create long-term shareholder value;
• Closely link compensation with company performance and individual performance;
• Appropriately reward achieving and exceeding the Company’s strategic and business plans;
• Provide appropriate compensation for achieving annual results while also fostering a long-term performance
orientation;
• Reflect the competitive market for talent; and
• Mitigate risk.
The Company’s compensation programs consist of elements designed to complement each other and reward achievement
of short-term and long-term objectives tied to the Company’s performance through the establishment and achievement
of strategic operating metrics or as a function of the Company’s total shareholder return (stock price). We have chosen
the selected metrics to align employee compensation, including compensation for the NEOs as disclosed in the Summary
Compensation Table of this Proxy Statement, to the Company’s strategic operating results and business strategy.