Page 22 - EndoProxy2012_final

endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 16
Description of the Amendment and Vote Required
The Board of Directors is requesting approval of an amend-
ment and restatement to the Company’s Amended and Re-
stated Certificate of Incorporation to change the name of
the Company to Endo Health Solutions Inc. (referred to as
the Proposed Amendment) and has directed that the Pro-
posed Amendment be submitted to the stockholders for
approval at the Annual Meeting. If approved by the hold-
ers of a majority of the issued and outstanding shares of
common stock, the Proposed Amendment will become ef-
fective upon the subsequent filing of the Proposed Amend-
ment with the Delaware Secretary of State.
Reasons For and Effects of the Proposed Amendment
On February 22, 2012, the Board of Directors of the Company adopted a resolution to change the name of the Company
from “Endo Pharmaceuticals Holdings Inc.” to “Endo Health Solutions Inc.”, and subject to the approval of the stockholders
of the Company, to amend and restate the Company’s Amended and Restated Certificate of Incorporation to effect such
change in corporate name. The resolution also provided that the Proposed Amendment be presented to the stockholders
for approval at the Annual Meeting with the recommendation of the Board of Directors that the stockholders approve the
Proposed Amendment, all in accordance with Sections 242 and 245 of the Delaware General Corporation Law.
The Proposed Amendment is consistent with the Company’s recent enterprise-wide branding initiative. The introduction of
a new corporate identity, in conjunction with the aggregation of its four diversified operating units, reflects the Company’s
significant transformation as a result of a series of recent strategic acquisitions and business development decisions.
If the Proposed Amendment is approved and becomes effective, Article FIRST of the Company’s Amended and Restated
Certificate of Incorporation, which sets forth the Company’s name, will be amended to read as follows: “The name of the
Corporation is Endo Health Solutions Inc.”
Compensation Committee Report
The Compensation Committee reviewed and discussed with the Company’s management the section of this Proxy State-
ment entitled “COMPENSATION DISCUSSION AND ANALYSIS”. In reliance on this review and discussion, the Compensa-
tion Committee recommended to the Board of Directors that the section entitled “COMPENSATION DISCUSSION AND
ANALYSIS” be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form
10-K for the year ended December 31, 2011.
Submitted by the Compensation Committee of the Company’s Board of Directors.
Members of the Compensation Committee:
Joseph C. Scodari (Chairman)
John J. Delucca
Nancy J. Hutson, Ph.D.
David B. Nash, M.D., M.B.A.
William F. Spengler
The Board recommends that you vote
FOR the approval of the amendment and
restatement of the Company’s Amended
and Restated Certificate of Incorporation to
change the name of the Company to Endo
Health Solutions Inc.
Proposal 4: Approval to Amend and Restate the Com-
pany’s Amended and Restated Certificate of Incorpora-
tion to Change the Name of the Company to Endo Health
Solutions Inc.