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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 1
Your vote is important. Stockholders of
record can vote by Internet, by mail or by
attending the Annual Meeting and voting by
ballot as described below.
We are providing these proxy materials in connection with
the solicitation by the Board of Directors of Endo Pharma-
ceuticals Holdings Inc. (referred to as Endo, the Company,
we, or us), a Delaware corporation, of proxies to be voted at
our 2012 Annual Meeting of Stockholders to be held on May
23, 2012, beginning at 10:00 a.m., local time. The Annual
Meeting will be held at our corporate headquarters located
at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317.
This Proxy Statement and the enclosed proxy card are be-
ing mailed to stockholders on or about April 27, 2012.
Holders of shares of Endo common stock at the close of
business on April 9, 2012 (the record date), are entitled to
receive this notice and to vote their shares at the Annual
Meeting. As of that date, there were 117,094,009 shares of
Endo common stock outstanding and entitled to vote.
Each share of common stock is entitled to one vote on each
matter properly brought before the Annual Meeting. Your
proxy card indicates the number of votes you have. Endo’s Proxy Statement and other inves-
tor information are available on our Com-
pany’s website at www.endo.com, under
“Investors”. You can also access the Inves-
tor page of our website by scanning the QR
code to the right with your smartphone.
Vote by Internet
If you choose to vote by Internet, simply visit
www.proxyvote.com, enter the control number found on
the enclosed proxy card and follow the steps outlined on
the secure website.
Vote by Mail
If you choose to vote by mail, simply mark your proxy card,
date and sign it, and return it in the postage-paid envelope
provided.
Voting at the Annual Meeting
Voting by mail will not limit your right to vote at the Annual
Meeting if you decide to attend in person. If your shares are
held in the name of a bank, broker or other holder of record,
you must obtain a proxy, executed in your favor, from the
holder of record to be able to vote at the Annual Meeting.
All shares that have been properly voted and not revoked
will be voted at the Annual Meeting. If you sign and return
your proxy card but do not give voting instructions, the
shares represented by that proxy will be voted FOR each
of the nominees for election as director, FOR the ratifica-
tion of the appointment of Deloitte & Touche LLP as the
Company’s registered public accounting firm for the year
ending December 31, 2012, FOR the approval, on an advi-
sory basis, of the compensation to be paid to Endo’s named
executive officers and FOR the approval of the amendment
and restatement of the Company’s Amended and Restat-
ed Certificate of Incorporation to change the name of the
Company to Endo Health Solutions Inc.
A Stockholder Admission Ticket is attached to your proxy
card. If you plan to attend the Annual Meeting, please vote
your proxy but keep the Stockholder Admission Ticket and
bring it with you to the Annual Meeting.
If your shares are held beneficially in the name of a bank,
broker or other holder of record and you plan to attend the
Annual Meeting, you may present proof of your ownership
of Endo stock, such as a bank or brokerage account state-
ment, to be admitted to the Annual Meeting.
Stockholders also must present a form of personal identifi-
cation in order to be admitted to the Annual Meeting. Direc-
tions to the site of the Annual Meeting are available on our
website at http://www.endo.com/Locations.aspx.
No cameras, recording equipment or electronic devices
will be permitted in the Annual Meeting.
General Information
Stockholders Entitled to Vote
Electronic Access to Investor Information
How to Vote if You Are a Stockholder of Record
Annual Meeting Admission
Proxy Statement for 2012 Annual Meeting of Stockholders