2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 34 EDWARDS LIFESCIENCES CORPORATION ENDO INTERNATIONAL PLC ENERSYS ENTERGY CORPORATION EdwardsLifesciencesCorporation OneEdwardsWay Irvine,California92614 Phone:949.250.2500 www.edwards.com March29,2018 DearFellowStockholders: On behalf of the Edwards Board of Directors, it is my pleasure to invite you to attend our 2018 Annual Meeting of Stockholders. The meeting will be held at our corporate headquarterslocatedatOneEdwardsWay,Irvine,California,onThursday,May17,2018,at 10:00a.m.,PT.Registrationwillbeginat9:00a.m. DetailsofthebusinesstobeconductedattheAnnualMeetingareincludedintheattached Notice of 2018 Annual Meeting of Stockholders and Proxy Statement. Stockholders also mayaccesstheNoticeof2018AnnualMeetingofStockholdersandtheProxyStatementvia theInternetat www.edwards.com . I look forward to having the opportunity to discuss with you our performance in 2017, whichwasayearofcontinuedstrongresults,progressonourstrategicinitiativesandactive engagement by our Board. I am proud that we continued our focus on regularly communicating with our stockholders, and welcome further discussion at the annual meeting. 2017Performance Ourcompanyfinishedtheyearstrongwith16percentgrowthinsales.Ourgrowthin2017 was driven by clinician and patient preferences for our innovative therapies, and we are positioned well for 2018 and beyond because of our continued investments in our technology pipeline and infrastructure. We expect to achieve a number of important milestones this year to support progress in the development of transformative therapies across all of our product lines, and we are focused on staying at the forefront by creating strongevidenceforpromisingnewtherapiesforthepatientsweserve. CommitmenttoourStockholders Our Board is comprised of members with balanced and diverse skillsets and experiences who collectively possess the expertise to ensure effective oversight of our corporate strategy to generate stockholder value. In addition, our Board proactively engages with stockholdersandhashistoricallytakenactioninresponsetostockholderfeedback,toalign ourcorporategovernancepracticeswithourstockholders’interests. Inadditiontoourroutineinvestorrelationsefforts,sinceour2017AnnualMeeting,wereached out to stockholders representing more than 55 percent of our outstanding shares to discuss corporate governance, executive compensation, sustainability, and other topics of prime importance to stockholders. Our Board values the insights we gain from these engagements, and we are committed to ensuring our corporate governance is aligned with stockholder perspectives. Stockholder feedback is an important factor in the Board’s decision-making process. This input was integral to the evolution of Edwards’board and corporate governancepractices over the past few years, including the decision to reduce the threshold for stockholders’ righttocallspecialmeetingsandtheadoptionofproxyaccess. We sincerely appreciate your continued interest in Edwards, as well as your input and support.Thankyou,andwelookforwardtoseeingyouattheAnnualMeeting. Sincerely, MichaelA.Mussallem ChairmanoftheBoardand ChiefExecutiveOfficer CompensationDiscussionandAnalysis ExecutiveSummary AMessagefromEndo’sChairmanoftheBoardandChairmanoftheCompensationCommittee DearShareholders: Indevelopingthisyear’sproxystatement,effortshavebeenmadetoclearlycommunicatethe decisions made by the Compensation Committee in the context of the Company’s operating performance and strategic actions over the past year, while remaining consistent with our pay-for-performance philosophy. The Compensation Committee recognized that while the past few years have been challenging for Endo’s shareholders, significant progress has been madesincetheappointmentofPaulCampanellitothepositionofPresidentandChiefExecu- tiveOfficerinSeptember2016. RogerH.Kimmel WilliamP.Montague In 2017, the first full year under Mr. Campanelli’s leadership, the Company achieved solid financial and operating results despite being confronted with numerous strategic challenges and legacy issues, while laying the groundwork for long-term sustainable growth. This past yearrepresentsanimportantstepintheCompany’sturnaround,withthefundamentalgoalof delivering value to our shareholders. These legacy issues were compounded by additional externalheadwinds,includingchallengesspecifictotheU.S.genericsindustry. Prior to the start of 2017, Mr. Campanelli and the management team outlined a multi-year turnaround plan based on a set of key strategic priorities that directly address the various opportunitiesandchallengesfacingEndo.Throughouttheyear,themanagementteammade significant progress against the multi-year plan and achieved solid performance in 2017, expanding adjusted operating margins, generating strong cash flow and growing key prod- ucts, including XIAFLEX ® ; VASOSTRICT ® ; and ADRENALIN ® . These and other key accomplishments including strategic portfolio optimization, selectiveinvestments in product development,improvedoperating efficiencyandmitigationofsignificantlegacyliabilitiesare discussedingreaterdetailthroughouttheCD&A. InacknowledgementofthesuccessesandchallengesfacingEndoin2017,theCompany’spay practices continued to reinforce the Compensation Committee’s commitment to our pay-for-performance philosophy. By design, awards issued under our performance-based annual incentive compensation program were reflective of our management team’s accom- plishments throughout the year, while lower levels of realized value associated with the Company’s equity-based long-term incentive program reflect the various external pressures negatively impacting Endo’s stock price. Director pay was also adjusted, with an overall decreaseincompensationandagreaterproportionofpayintheformofEndoshares. The Board is keenly aware that management continuity will be critical to Endo’s successful turnaround, and is confident in the management team’s ability to build on recent successes andcontinuethetransformationofEndoasaresultofthefollowing: ▪ Excellentmanagementteamandtheirtrackrecordofsuccess ▪ Focusedstrategyandclearsetofpriorities ▪ Strong business segments, focusing on branded pharmaceuticals, sterile injectables, high-valuegenericsandselectinternationalmarkets ▪ Excitinggrowthplatforms,includingXIAFLEX ® astheCompany’sflagshipproduct,with multipleon-marketindicationsandpromisingpotentialindicationsincludingcellulite ▪ Promisinggenericspipelinewithmorethan100ANDAs We are confident in the management team’s ability to achieve the Company’s core vision to beahighlyfocusedspecialtybrandedandgenericpharmaceuticalcompany,deliveringquality medicines to patients in need through excellence in development, manufacturing and commercialization. Sincerely, RogerH.Kimmel WilliamP.Montague ChairmanoftheBoardofDirectors ChairmanoftheCompensationCommittee 31 March 23, 2018 FellowShareholders: I hope you will join Entergy’s Board of Directors, executive management team and employees at our 2018 Annual Meeting of Shareholders in Jackson, Mississippi. Each year, we conduct our annual meeting in a location in our service territory to give us the opportunity to connect with shareholders we might not otherwise meet, showcase our operations, and celebrate our connections to the customers and communities we serve. I look forward to coming to Jackson. The attached Notice of Annual Meeting of Shareholders andProxy Statement willserve as your guideto the businessto beconductedat the meeting. Our 2017 letter to stakeholders that is included in the both the Annual Report and our Integrated Report discusses Entergy’s 2017 performance, strategy and outlook for the future. At the Annual Meeting, I plan to share some of the 2017 highlights that are included in the letter in addition to conducting the official business of the meeting. I look forward to discussing 2017 results and the opportunities we see in front of us today, as we continue to execute on our business strategy with decisionsandinvestments that willserve our customers andour shareholderswellintothe future. We also are continuing our commitment to provide you with information about the Company in a manner that is easy to access and understand. Our Proxy Statement is a good example, providing a summary at the beginning that highlights our business and executive compensation programs and using charts and other graphic depictions where helpful. This year we also have continued our efforts to eliminateredundancyandmake the presentationof information more reader-friendly. The Compensation Discussion and Analysis that begins on page 41 describes our executive compensation programs and shows how our executives’ compensation remains linked to performance. You will also find discussions of the qualifications of our director candidates and why we believe they are the right peopleto represent youstarting onpage11. Your vote is important to us and our business. Prior to the meeting, I encourage you to sign and return your proxy card, or use telephone or Internet voting, so that your shares will be represented and voted at the meeting. Instructions onhowto vote canbefoundbeginningonpage97. I hopeto seeyouat the meeting. Thankyoufor beinga shareholderandfor your support of Entergy. Sincerely, LeoP. Denault Chairmanof the BoardandChiefExecutiveOfficer Total of 02 pages in section A MESSAGE FROM OUR NON-EXECUTIVE CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER June21, 2018 Dear FellowStockholders: We are pleasedto provideyou withour AnnualReport for the fiscalyear endingMarch 31, 2018. Duringfiscal2018, we investedsignificantcapitalinto our businessto create the foundationfor a Leananddigitalcompany withstate-of-the-art newproducts. Our net salesfor the year were a record $2.6 billion,whichrepresented a 3% organicincreaseas compared to fiscalyear 2017. However,risingcommodity costs created a headwindthat masked profitabilityimprovements from our cost savingsandproduct mix enhancements. In addition,weinvestedapproximately$15millionupgradingour digitalcore, developingnewproducts andimplementingLeanprograms. In spite of these headwinds,adjusteddilutedearningsper share declinedonly2% year-over-year to $4.65 through gainsinvolume, price andcost management. At our February 2017Investor Day, welaidout our plansfor strategic growth andearningsexpansion.Sincethen wehave made great progress inthe developmentof our newmodular products, withthe launchof our excitingmotive power maintenancefree battery system, whichis expectedto take placeat the endof calendaryear 2018. Thisvirtually maintenancefree battery willbe either a lithiumor thin platepure lead(TPPL) battery chemistry, dependingon the customer energy requirements. A comparablereserve powerbattery system willfollowinmid-2019. Thefeedbackfrom our customers on these newproduct offerings has beenvery positive.In addition,withthe increaseddemandfor our TPPL products, weincreasedour salesof premium, higher-marginproducts to over 40% of our portfolio for the first time during fiscal2018. We are excitedabout the market opportunitiesweare pursuing. To further our competitive differentiationinthe market, wecontinueto prioritizecapitalspendinginvestment. By the endof fiscal2019wewillhaveinvestedandinstalleda newhighspeedTPPLlinewhichwillexpandour premium product manufacturing capacitywithenhancedplantautomation. We havebeenvery active inthe reviewof acquisition opportunitiesas weseek transactions that willincreaseour product technologyofferings andelectronicsystems development. As wemove into fiscal2019weare experiencingstrong demandfor our TPPLproducts andexpandingour market share in the transportation segment, whichrepresents a high-growthopportunity. Our newproducts are poisedto launchandour Leanprogram is takingroot throughout the organization.We are on track withour fiscalyear 2021profitabilitygoalof a 200basispointsincreaseinoperatingearningsmargin to 14.4%. We want to thank our stockholdersfor their ongoing support andconfidence;our customers for their trust andloyaltyplacedon our products andpeople;andour employees for their commitment to excellenceinservingour customers. Sincerely, Arthur T. Katsaros DavidM. Shaffer Non-ExecutiveChairmanof the Board PresidentandChiefExecutiveOfficer Pleasereferto“Management’sDiscussionandAnalysis”inourAnnualReportonForm10-Kattachedtothisletterforadditionalinformationandtoareconciliation ofthenon-GAAPmeasurestothecomparableGAAPmeasurescontainedinExhibit99.1totheCompany’sCurrentReportonForm8-KfiledonMay30,2018. “SafeHarbor”StatementunderthePrivateSecuritiesLitigationReformActof1995:StatementsinthisletterandproxystatementregardingEnerSys’business, whicharenothistoricalfacts,are“forward-lookingstatements”thatinvolvesrisksanduncertainties.Foradiscussionofsuchrisksanduncertaintiesthatcould causeactualresultstodifferfromthosecontainedintheforward-lookingstatements,seeEnerSys’filingswiththeSecuritiesExchangeCommission,including “Item1A.RiskFactors”inEnerSys’AnnualReportonForm10-Kattachedtothisletter.Thesestatementsspeakonlyasofthedateofthisletterandproxy statement,evenifsubsequentlymadeavailablebyEnerSysonitswebsiteorotherwise.EnerSysundertakesnoobligationtoupdateorrevisethesestatementsto reflecteventsorcircumstancesoccurringafterthedateofthisletterandproxystatement.