The Compensation Committee is appointed by the Board of Directors (the "Board") of MWI Veterinary Supply, Inc. (the "Company") to discharge the Board's responsibilities relating to the compensation of the Company's executive officers and directors. The Compensation Committee has overall responsibility for evaluating and approving executive officer and director compensation plans, policies and programs of the Company, as well as all equity-based compensation plans and policies. The Compensation Committee also is responsible for preparing an annual report on executive compensation for inclusion in the Company's proxy statement filed with the Securities and Exchange Commission (the "SEC").
The Compensation Committee shall consist of not less than two (2) members. Each member of the Compensation Committee shall satisfy the independence requirements established by the NASDAQ Global Select Market (unless otherwise permitted by NASDAQ Global Select Market regulations), and meet the definitions of "non-employee director" for purposes of Rule 16b-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended, and "outside director" for purposes of Section 162(m) of the Internal Revenue Code. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board shall consider all factors specifically relevant to determining whether such director has a relationship to the Company which is material to his or her ability to be independent from management in connection with the duties of a member of the Compensation Committee, including, but not limited to:
The members of the Compensation Committee shall be appointed by the Board based on the recommendation of the Corporate Governance and Nominating Committee. Compensation Committee members may be replaced by the Board. The Board shall designate one member of the Compensation Committee to serve as its chair.
The Compensation Committee shall meet at least twice annually, or more frequently as circumstances dictate. Special meetings may be convened as the Compensation Committee deems necessary or appropriate. The Compensation Committee may invite to any of its meetings other directors, members of Company management and such other persons as it deems appropriate in order to carry out its responsibilities. The Compensation Committee will keep minutes of its meetings and will make such minutes available to the full Board for its review.
The affirmative vote of a majority of the members of the Compensation Committee present at the time of such vote will be required to approve any action of the Compensation Committee. Subject to the requirements of any applicable law, regulation or rule, any action required or permitted to be taken at a meeting of the Compensation Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Compensation Committee.
In addition to the activities described above, the Compensation Committee shall perform such other functions as necessary or appropriate in its or the Board's opinion under applicable law, the Company's Certificate of Incorporation, Bylaws and the resolutions and other directives of the Board.
This Compensation Committee Charter was amended and restated by the Board on November 6, 2012.