Page 9 - EndoProxy2012_final

endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 3
Proposal 1: Election of Directors
The Board of Directors
The Amended and Restated Certificate of Incorporation of the Company provides that the number of directors of the Com-
pany shall be not less than seven nor more than eleven, the exact number of which shall be fixed from time to the time by
resolution of the Board of Directors or by a resolution adopted by holders of a majority of the Company’s common stock. On
March 3, 2011, the Board of Directors, or Board, fixed the number of directors at nine, effective March 3, 2011.
Under the terms of the Company’s charter and by-laws, directors need not be stockholders of the Company or residents of the
State of Delaware. However, pursuant to the Stock Ownership Guidelines approved by the Board of Directors on December
10, 2010, each non-employee Director should, but is not required to have ownership of the Company’s common stock equal in
value to at least five times his or her current annual cash retainer to be achieved within five (5) years of joining the Board, or
in the case of non-employee Directors serving at the time the Ownership Guidelines were adopted, within five (5) years of the
date of the adoption, or December 10, 2015, as further described in the section titled “Common Stock Ownership Guidelines”.
Directors are elected for a one-year term and generally hold office until their successors have been duly elected and qualified.
Directors may receive compensation for their services as determined by the Board of Directors. See “COMPENSATION OF
EXECUTIVE OFFICERS & DIRECTORS—2011 Compensation of Directors.” A vacancy on the Board, or a newly created direc-
torship resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in
office, even though less than a quorum remains. A director appointed to fill a vacancy remains a director until his or her suc-
cessor is duly elected and qualified, or until his or her earlier death, resignation or removal.
Currently, the Board of Directors consists of nine members. Currently serving as directors are Roger H. Kimmel, John J. De-
lucca, David P. Holveck, Nancy J. Hutson, Ph.D., Michael Hyatt, William P. Montague, David B. Nash, M.D., M.B.A., Joseph C.
Scodari and William F. Spengler. All of the current members are nominated by the Board of Directors of the Company for the
election as directors of the Company.
The Board annually determines the independence of directors based on a review by the directors and the Nominating &
Governance Committee. No director is considered independent unless the Board of Directors has determined that he or she
has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that
has a material relationship with the Company. Material relationships can include commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships, among others. To evaluate the materiality of any such relationship,
the Board has adopted categorical independence standards consistent with the NASDAQ Exchange listing guidelines. These
standards are available on the Company’s website at www.endo.com, under “Investors-Corporate Governance-Nominating &
Governance Committee.”
Members of the Audit, Compensation, and Nominating & Governance Committees must meet applicable independence tests
of the NASDAQ.
The Board of Directors has affirmatively determined that eight of its nine current members are independent directors under
the NASDAQ rules and regulations. The eight independent directors under the NASDAQ rules and regulations are Messrs.
Kimmel, Delucca, Hyatt, Montague, Scodari, Spengler, Dr. Nash and Dr. Hutson. If the nominees recommended by the Board
of Directors are elected at the 2012 Annual Meeting, eight of the Company’s nine directors will be independent directors under
the NASDAQ rules and regulations.
On an annual basis and upon the nomination of any new director, the Nominating & Governance Committee and the Board
review directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immedi-
ate family members) and other potential conflicts of interest, as well as material provided by management related to transac-
tions, relationships, or arrangements between the Company and the directors or parties related to the directors. The Nomi-
nating & Governance Committee has determined that the eight non-employee directors currently serving are independent,
and that the members of the Audit, Compensation, and Nominating & Governance Committees also meet the independence
tests referenced above. Specifically, the Nominating & Governance Committee and the Board have determined that all non-
employee directors have not had during the last three years (i) any of the relationships listed above or (ii) any other material
relationship with the Company that would compromise his or her independence. The Nominating & Governance Committee
recommended this determination to the Board of Directors and explained the basis for its decision, and this determination
was adopted by the full Board.
As of the date of this Proxy Statement, there are no material proceedings to which any director or executive officer of the
Company, or any associate thereof, is a party that are adverse to the Company or any of its subsidiaries.
Between January 1, 2011 and December 31, 2011, the Board of Directors as a whole met eight times and acted by written
consent on eight occasions. All members of the Board of Directors who are standing for election attended more than 85% of
the Board meetings held during their respective terms and 75% or more of the combined meetings of the Committees of the
Board of Directors on which they served in 2011.