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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Filed by a Party other than the Registranto

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Cantel Medical Corp.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
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Cantel Medical Corp.
150 Clove Road
Little Falls, NJ 07424

NOTICE OF 20102012 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On January 13, 201111, 2013

        The Annual Meeting of Stockholders ofCantel Medical Corp. will be held on Thursday,Friday, January 13, 201111, 2013 at 9:30 a.m., Eastern Standard Time, at The Harmonie Club, 4 East 60th Street, New York, New York. We are holding the Annual Meeting to:

        The record date for the Annual Meeting is November 18, 2010.14, 2012. Only our stockholders of record at the close of business on that date may vote at the meeting, or any adjournment of the meeting. A copy of our Annual Report to Stockholders for the fiscal year ended July 31, 20102012 is being mailed with this Proxy Statement.

        You are invited to attend the Annual Meeting. Whether or not you plan to attend the meeting, please mark and sign the enclosed proxy exactly as your name appears on your stock certificates, and mail it promptly in the enclosed return envelope in order that your vote can be recorded.

 By order of the Board of Directors


 

GRAPHIC

Eric W. Nodiff
Corporate Secretary

Little Falls, New Jersey
November 29, 2010December 4, 2012


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to Be Held on January 13, 2011.
11, 2013.

        This Proxy Statement the Proxy Card and theCompany's Annual Report are all available free of charge athttps://materials.proxyvote.com/www.proxyvote.com138098.

Cantel Medical Corp.
150 Clove Road
Little Falls, NJ 07424


PROXY STATEMENT


        We are providing these proxy materials in connection with the solicitation by our Board of Directors (the Board) of proxies to be voted at our 20102012 Annual Meeting of Stockholders to be held on Thursday,Friday, January 13, 201111, 2013 beginning at 9:30 a.ma.m. Eastern Standard Time at The Harmonie Club, 4 East 60th Street, New York, New York and at any adjournments thereof. This Proxy Statement is being sent to stockholders on or about November 29, 2010.December 4, 2012. You should review this information together with our 20102012 Annual Report to Stockholders, which accompanies this Proxy Statement.


Information about the Annual Meeting

Q:
Why did you send me this Proxy Statement?



A:
We sent you this Proxy Statement and the enclosed proxy card because the Board of Cantel Medical Corp. (we, Cantel or the Company) is soliciting your proxy to vote at our 20102012 Annual Meeting of Stockholders (the meeting) to be held on Thursday,Friday, January 13, 2011,11, 2013, or any adjournments of the meeting. This Proxy Statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this Proxy Statement.

Q:
Who can vote at the meeting?



A:
Only stockholders of record as of the close of business on November 18, 201014, 2012 are entitled to vote at the meeting. On that date, there were 17,042,25727,169,641 shares of our common stock (each, a share) outstanding and entitled to vote.

Q:
How many shares must be present to conduct the meeting?



A:
We must have a "quorum" present in person or by proxy to hold the meeting. A quorum is a majority of the outstanding shares entitled to vote. Abstentions and broker non-votes (defined below) will be counted for the purpose of determining the existence of a quorum.

Q:
What matters are to be voted upon at the meeting.

A:
TwoFour proposals are scheduled for a vote:

•
To electElection as directors of the ten nominees named in this Proxy Statement, to serve until the first Annual Meeting of Stockholders following the fiscal year ending July 31, 2011;2013;

•
Approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 75,000,000;

•
Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers; and

•
Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2011.2013.

Q:
How does the Board recommend that I vote?



A:
The Board recommends that you vote vote:

•
FOR the election of each of the nominees for director named in this Proxy StatementStatement;

•
FOR the proposal to amend the Company's Certificate of Incorporation;

•
FOR the proposal to approve (on an advisory basis) the compensation of the Company's Named Executive Officers; and

•
FOR the proposal to ratify the selection of

2013.

Q:
How do I vote before the meeting?



A:
You may vote your shares by mail by filling in, signing and returning the enclosed proxy card. Most of our stockholdersFor your convenience, you may also vote theiryour shares viaby telephone and Internet by following the Internet. The instructions for voting viaon the Internet can be found with yourenclosed proxy card.If you vote by telephone or via the Internet, you do not need to return your proxy card. You
Q:
May I vote at the meeting?



A:
Yes, you may vote your shares at the meeting if you attend in person. Even if you plan to attend the meeting in person, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the meeting in person. For information on how to obtain directions to the meeting, please contact us at (973) 890-7220.

Q:
How do I vote if my broker holds my shares in "street name"?



A:
If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to vote shares held beneficially in street name, please refer to the voting instruction card provided by your broker.

Q:
What should I do if I receive more than one set of proxy materials?



A:
You may receive more than one set of these proxy materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.


Q:
How many votes do I have?



A:
Each share that you own as of the close of business on November 18, 201014, 2012 entitles you to one vote on each matter voted upon at the meeting. As of the close of business on November 18, 2010,14, 2012, there were 17,042,257shares27,169,641 shares outstanding.

Q:
May I change my vote?



A:
Yes, you may change your vote or revoke your proxy at any time before the vote at the meeting. You may change your vote prior to the meeting by executing a valid proxy bearing a later date and delivering it to us prior to the meeting at Cantel Medical Corp., 150 Clove Road, Little Falls, New Jersey 07424, Attn: Assistant Secretary. You may withdraw your vote at the meeting and vote in person by giving written notice to our Assistant Secretary. You may also revoke your vote without voting by sending written notice of revocation to our Assistant Secretary at the above address.


Q:
How are my shares voted if I submit a proxy but do not specify how I want to vote?



A:
If you submit a properly executed proxy card but do not specify how you want to vote, the persons named in the proxy card (or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted "FOR"as the Board recommends, which is:

•
FOR the election of each of the nominees for director and "FOR"named in this Proxy Statement;

•
FOR the ratificationproposal to amend the Company's Certificate of Incorporation;

•
FOR the proposal to approve (on an advisory basis) the compensation of the Company's Named Executive Officers; and

•
FOR the proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2011, and in the discretion of the persons named as proxies on all other matters that are properly brought before the meeting.2013.

Q:    Will my shares be voted if I don't provide instructions to my broker?

What is a broker non-vote?

A:
If you are thea beneficial owner whose shares are held of shares held in "street name"record by a broker, you must instruct the broker as the record holder of the shares, is requiredhow to vote those shares in accordance with your instructions.shares. If you do not giveprovide voting instructions, toyour shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker will be entitled to votecan register your shares as being present at the shares with respect to "discretionary" itemsmeeting for purposes of determining the presence of a quorum but will not be permittedable to vote the shares with respect to "non-discretionary" items (in the latter case, the shares will be treated as "broker non-votes").


EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table sets forth compensation for our CEO, CFO and three other most highly compensated executive officers (our Named Executive Officers or NEOs).


SUMMARY COMPENSATION TABLE

Name and Pricipal Position
 Year Salary
$		 Bonus
$		 Option
Awards
($)(1)		 Stock
Awards
($)(1)		 Non-Equity
Incentive Plan
Compensation
($)		 All Other
Compensation
($)		 Total
($)		 

Charles M. Diker

 2012  250,000  —  —  219,240  —  43,439(2) 512,679 

Chairman of the Board

 2011  237,500  —  —  467,215  —  43,016  747,731 

 2010  225,000  —  123,849  112,992  —  42,693  504,534 

Andrew A. Krakauer

 

2012

  
505,000		  
—		  
—		  
484,894		  
847,875		  
25,331
(3)		 
1,863,100		 

President and Chief

 2011  467,500  —  —  494,500  424,375  20,707  1,407,082 

Executive Officer

 2010  437,500  —  124,943  131,093  441,000  20,395  1,154,931 

Eric W. Nodiff

 

2012

  
323,879		  
—		  
—		  
221,379		  
315,189		  
27,730
(4)		 
888,177		 

Executive Vice President

 2011  312,126  30,000  —  198,271  177,738  20,781  738,916 

 2010  303,060  —  45,645  51,643  208,084  20,564  628,996 

Craig A. Sheldon

 

2012

  
323,879		  
—		  
—		  
221,379		  
315,189		  
21,231
(5)		 
881,678		 

Senior Vice President,

 2011  312,126  30,000  —  231,013  177,738  20,183  771,060 

Chief Financial Officer,

 2010  303,060  —  53,700  59,588  208,084  20,402  644,834 

and Treasurer

                        

Steven C. Anaya

 

2012

  
217,480		  
—		  
—		  
110,690		  
169,316		  
20,708
(6)		 
518,193		 

Vice President and

 2011  209,588  5,000  —  115,443  106,088  20,296  456,415 

Controller

 2010  203,500  —  28,050  29,779  116,000  20,582  397,911 
Name and Pricipal Position
 Year Salary
$		 Bonus
$		 Option
Awards
($)(1)		 Stock
Awards
($)(1)		 Non-Equity
Incentive Plan
Compensation
($)		 All Other
Compensation
($)		 Total
($)		 

Andrew A. Krakauer

  2010  437,500  —  124,943  131,093  441,000  20,395(3) 1,154,931 
 

President and Chief

  2009  425,000  371,875  254,340  291,800  —  21,580  1,364,595 
 

Executive Officer(2)

  2008  375,417  180,000  —  246,750  —  18,110  820,277 

Seth R. Segel

  
2010		  
337,253		  
—		  
56,385		  
63,560		  
244,293		  
20,207
(4)		 
721,698		 
 

Executive Vice

  2009  337,188  207,371  137,850  145,900  —  21,597  849,906 
 

President(2)

  2008  303,317  —  —  157,500  64,912  19,080  544,809 

Craig A. Sheldon

  
2010		  
303,060		  
—		  
53,700		  
59,588		  
208,084		  
20,402
(5)		 
644,834		 
 

Senior Vice President,

  2009  297,847  183,176  133,050  145,900  —  21,737  781,710 
 

Chief Financial Officer,

  2008  270,515  130,000  —  157,500  —  17,224  575,239 
 

and Treasurer(2)

                         

Eric W. Nodiff

  
2010		  
303,060		  
—		  
45,645		  
51,643		  
208,084		  
20,564
(7)		 
628,996		 
 

Senior Vice President,

  2009  297,847  185,712(6) 109,650  145,900  —  21,662  760,771 
 

General Counsel and

  2008  283,664  128,333  —  157,500  —  16,969  586,466 
 

Secretary

                         

Roy K. Malkin

  
2010		  
408,689		  
—		  
83,235		  
91,368		  
286,000		  
9,704
(8)		 
878,996		 
 

President and Chief

  2009  401,659  212,879  152,250  218,850  —  12,342  997,980 
 

Executive Officer of

  2008  389,574  147,088  —  157,500  —  10,719  704,881 
 

Minntech

                         
(1)
Represents the aggregate grant date fair value computed in accordance with FASB ASCFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718. For a discussion of valuation assumptions, see Note 1112 to our Consolidated Financial Statements included in our Annual ReportsReport on Form 10-K for each of the fiscal yearsyear ended July 31, 2010, July 31, 2009 and July 31, 2008.2012.

(2)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Krakauer became PresidentDiker: (i) $36,000 in office expenses, and Chief Executive Officer on March 20, 2009 after serving as President since April 24, 2008. Prior to that date he served as Executive Vice President and Chief Operating Officer. Mr. Segel became Executive Vice President on March 20, 2009. Prior to that date he served as Senior Vice President—Corporate Development and Strategy. Mr. Sheldon became Treasurer on March 20, 2009(ii) $7,439 in addition to his role as Senior Vice President and Chief Financial Officer.contributions under a 401(k) plan.

(3)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Krakauer: (i) $12,595$12,722 in vehicle fringe benefits, and (ii) $7,800$7,500 in contributions under a 401(k) plan.plan, (iii) $4,889 in term life and long- term care insurance premiums, and (iv) $220 in health club benefits.

(4)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Segel:Nodiff: (i) $12,595$12,722 in vehicle fringe benefits, (ii) $7,339$7,593 in contributions under a 401(k) plan, and (iii) $273$7,415 in term life and disability insurance premiums.

(5)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Sheldon: (i) $12,595$12,722 in vehicle fringe benefits, (ii) $7,494$7,593 in contributions under a 401(k) plan, and (iii) $313$916 in term life and long-term care insurance premiums.

(6)
Mr. Nodiff's bonus was paid on a calendar year basis in 2008 and 2009. Accordingly, this amount represents a portion of each of his calendar 2008 bonus and his calendar 2009 bonus to the extent such amounts were accrued during the 2009 fiscal year.

(7)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Nodiff:Anaya: (i) $12,595$12,722 in vehicle fringe benefits, (ii) $7,494$7,513 in contributions under a 401(k) plan, and (iii) $475$473 in term life insurance premiums.

(8)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Malkin: (i) $2,513 in vehicle fringe benefits and (ii) $7,191 in contributions under a 401(k) plan.

Grants of Plan-Based Awards Table

        The following table sets forth certain additional information regarding grants of plan-based awards to our Named Executive Officers for the fiscal year ended July 31, 2010:2012:

 
 Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)		  
 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units #		  
 
 
  
 Grant Date
Fair Value
of Stock
Awards ($)		 
Name
 Threshold
($)		 Target
($)		 Maximum
($)		 Grant
Date		 

Charles M. Diker

  N/A  N/A  N/A  10/21/11  13,500(2) 219,240 

Andrew A. Krakauer

  223,125  446,250  892,500  10/3/11  35,812(2) 484,894 

Eric W. Nodiff

  82,945  165,889  331,778  10/3/11  16,350(2) 221,379 

Craig A. Sheldon

  82,945  165,889  331,778  10/3/11  16,350(2) 221,379 

Steven C. Anaya

  44,557  89,114  178,227  10/3/11  8,175(2) 110,690 
 
 Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)		  
 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units #		 All Other
Option
Awards:
Number of
Securities
Underlying
Options #(2)		  
  
 
 
  
 Exercise or
Base Price
of Option
Awards
($/share)		 Grant Date
Fair Value
of Stock
and Option
Awards ($)		 
Name
 Threshold
($)		 Target
($)		 Maximum
($)		 Grant
Date		 

Andrew A. Krakauer

  157,500  315,000  630,000  10/29/09  8,250(3)       131,093 

           10/29/09     21,750(4) 15.89  116,798 

           7/31/10     1,500(4) 15.88  8,145 

Seth R. Segel

  
87,248		  
174,495		  
348,990		  
10/29/09		  
4,000
(3)		       
63,560		 

           10/29/09     10,500(4) 15.89  56,385 

Craig A. Sheldon

  
69,361		  
138,722		  
277,445		  
10/29/09		  
3,750
(3)		       
59,588		 

           10/29/09     10,000(4) 15.89  53,700 

Eric W. Nodiff

  
69,361		  
138,722		  
277,445		  
10/29/09		  
3,250
(3)		       
51,643		 

           10/29/09     8,500(4) 15.89  45,645 

Roy K. Malkin

  
114,322		  
228,645		  
457,290		  
10/29/09		  
5,750
(3)		       
91,368		 

           10/29/09     15,500(4) 15.89  83,235 
(1)
All non-equity incentive plans referenced in the table provide that no bonus is payable if the minimum level of performance required by the plan is not achieved by the NEO.

(2)
Each such award consists of an option that has a term of five years.

(3)
Eachrestricted stock award is subject to a risk of forfeiture which lapses as to one-third of the awards on each of the first three anniversaries after the grant date.

(4)
Each option award vests as to one-third of the awards on each of the first three anniversaries after the grant date.

Narrative Addendum to the Summary Compensation Table and Grants of Plan-Based Awards Table

Short-Term Incentive Plan

        In December 2009, our Board, upon the recommendation of our Compensation Committee, adopted the STIP. Under the STIP, our NEOs (other than Mr. Diker) and certain other executives and key employees of the Company are eligible to receive cash bonus awards based on their achievement of performance targets for theeach fiscal year endedending July 31, 2010 and subsequent years31st (each year being referred to as a Plan Year).

        The STIP is administered by the Compensation Committee, which establishes annual performance targets (the Performance Targets). for each Plan Year. Awards are based on the achievement of the Performance Targets, which are based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, stockholder return or economic value added of the Company or the subsidiary or division of the Company for or within which the participant is primarily employed. Such Performance Targets may include growth inalso be based on the Company's earningsachievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or suchmore of the measures described above relative to the performance of other performance criteria determined bycorporations. For fiscal 2012, the Compensation Committee for each Plan Year. Forutilized the Company's fiscal 2010, the Committee utilized growth in the



Company's EPS, specifically an increase in2012 budgeted EPS of $0.09, from $0.94 in fiscal 2009 to $1.03 in fiscal 2010.$0.96. In fiscal 2010,2012, the Company exceeded this Performance Target.

        The target incentive awards for each eligible position (by category) are expressed as a percentage of base salary within the ranges designated below as follows (with the actual target incentive award percentages determined by the Compensation Committee on an annual basis):

ELIGIBLE POSITION
 TARGET
INCENTIVE
AWARD

CEO/President

 70% - 100%

COO, Division CEO, Executive Vice President, Senior Vice President

 45% - 65%

Vice President

 40% - 55%

Other Key Employees

 10% - 35%

        For fiscal 2010,2012, the target incentive awards were set by the Compensation Committee as follows:

ELIGIBLE POSITION
 TARGET
INCENTIVE AWARD		 

CEO/President (includes Mr. Krakauer)

  7085%

Division CEOs (includes Mr. Malkin)

  55%

Executive Vice Presidents (includes Mr. Segel)

50%

Senior Vice Presidents (includes Messrs. Nodiff and Sheldon)

  4550%

Vice Presidents (includes Mr. Anaya)

  40%

        Notwithstanding the foregoing, Division CEOs have 25% of their bonus target based on the annual Performance Target established for executives of Cantel. The remaining 75% is based on the annual performance target specific to the operations of such CEO's Division(s), which are established by the CEO of the Company in consultation with the Compensation Committee.

        Awards are determined as follows:


 EARNINGS
GROWTH
CORPORATION		 EARNINGS
GROWTH
DIVISION		  COMPANY-WIDE
EARNINGS		 DIVISION
EARNINGS OR
OTHER TARGET		 

CORPORATE EXECUTIVES

 100% —  100% — 

DIVISION CEOs

 25% 75% 25% 75%

        For fiscal 2010,2012, none of the only NEO who was a Division CEO was Mr. Malkin. 25% of his potential incentive compensation was based on Cantel's EPS target, while the other 75% of his potential incentive compensation was based on the attainment by Minntech in fiscal 2010 of at least 10% annual growth in operating income.CEOs were NEOs.

        The target incentive award payable to each participant for 100% achievement of the Performance Targets (the Bonus Target) is calculated by multiplying the participant's base salary earned during the relevant Plan Year by a designated percentage established by the Compensation Committee for such participant for such Plan Year. If more or less than 100% of the Performance Target is achieved, the Compensation Committee has the discretion to increase the Bonus Target (not to exceed 200% of the Bonus Target) or decrease the Bonus Target (not to be less than 50% of the Bonus Target, provided that a minimum threshold performance level has been achieved); provided, however, that the Compensation Committee in its discretion may establish minimum Performance Targets that must be achieved in order for any incentive award to be paid. The Compensation Committee will determine the degree to which any applicable Performance Target has been achieved and any incentive award paid. At the sole discretion of the Compensation Committee, a participant may not receive an Award,award, or the



amount of an Awardaward may be decreased, due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.STIP.

        For fiscal 2010,2012, the Compensation Committee established the following payment criteria based on the achievement of the Performance Target:

% Achievement of $.09 Increase in$0.96 EPS (Performance Target)

 % of Bonus Target to be Awarded

Less than 50%85% or less (EPS less than $.99)$0.82)

 0

50% (EPS of $.99)0

50% of Bonus Target

Greater than 50% but less than 75% (EPS of $1.00)

55% of Bonus Target

75% (EPS of $1.01)

60% of Bonus Target

Greater than 75%85% but less than 100% (EPS of $1.02)$0.82 - $0.95)

 80%

50% - 99% of Bonus Target

100% (EPS of $1.03)$0.96)

 

100% of Bonus Target

Greater than 100% (EPS of greater than $1.03)$0.96)

 

100% of Bonus Target plus discretionary amount

        The actual awards for our NEOs under the STIP for fiscal 20102012 are shown in the tables and discussed in Compensation Discussion and Analysis above.


Long-Term Incentive Plan

        In December 2009, our Board, upon the recommendation of our Compensation Committee, adopted the LTIP.        The purpose of the LTIP is to contribute to the motivation of key employees in accomplishing the Company's long-term strategic and shareholderstockholder value goals. All equity awards under the LTIP are granted under the Company's 2006 Equity Incentive Plan (the Plan), which is described below, and are subject to the terms thereof.

        Under the LTIP, NEOs (other than Mr. Diker) and other executives and certain key employees of the Company, are eligible to receive annual equity awards for each Plan Year. Participants are identified by title and recommended by the CEO of the Company each year, subject to the approval of the Compensation Committee. The Compensation Committee administers the LTIP with respect to all participants. The annualized expected value of the participants' target awards under the LTIP are reviewed annually by the Compensation Committee. Except as described above with respect to the CEO, the Compensation Committee to ensure competitiveness with market trends.did not modify the annualized expected value of the participants' target awards under the LTIP for fiscal 2012 from the prior year.

        Performance based awards under the LTIP are contingent on acceptable individual performance as well as predetermined financial objectives of the Company or one or more of its subsidiaries or operating segments determined by the Compensation Committee. Performance based awards vest upon achievement of the designated performance criteria.criteria, which will be based on the attainment of specified levels of one or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, stockholder return or economic value added of the Company or the subsidiary or division of the Company for or within which the participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or more of the measures described above relative to the performance of other corporations. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria such as earnings growth was achieved, the Compensation Committee takes into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items, and other equitable factors, as determined by the Compensation Committee in its discretion. If a participant's employment with the Company is terminated for any reason, the participant will forfeit any non-vested performance based awards. The Compensation Committee did not grant any performance based awards in fiscal 2012.

        Service-based awards under the LTIP vest ratably over three years following the date of grant, or such other period of time determined by the Compensation Committee, subject to the terms and conditions set forth in the Company's 2006 Equity Incentive Plan (the Plan) and the agreement reflecting the award.

Under the LTIP, in the event a participant's employment is terminated prior to the end of the vesting period due to (A) death, disability, or normal retirement,all of the service-based awards granted to the participant under the LTIP will automatically vest as of the date of termination of employment, (B) Retirement (as defined in the LTIP), all of the service-based stock options granted to the participant under the LTIP will automatically vest and the participant will forfeit any non-vested restricted stock awards or beneficiary will be entitled to receive acceleratedportions thereof granted under the LTIP unless the Compensation Committee, in its discretion, accelerates the vesting (in wholeof such non-vested restricted stock awards, or on a pro rata basis for the period employed)(C) disability, any service-based awards that would have been earned ifvested within the 12 month period following the termination date but for the participant's termination of employment had continued(e.g., stock options and restricted stock awards subject only to the endtime vesting) will automatically vest as of the then current Plan Year, subject to the terms of the agreement granting the award or the approval of the Compensation Committee and subject to the terms of the Plan.termination date.

        At the sole discretion of the Compensation Committee, a participant may not receive an award or may receive a reduced Awardaward due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.


        The actual awards for our NEOs under the LTIP for fiscal 20102012 are shown in the tables and discussed in Compensation Discussion and Analysis above.

        As discussed under Compensation Discussion and Analysis above, subsequent to the end of fiscal 2010, the Compensation Committee determined to eliminate the Performance Target for LTIP awards, but still utilizes time-based vesting.

2006 Equity Incentive Plan

        The Plan provides for the granting of stock options, restricted stock awards, stock appreciation rights (SARs) and performance awards to our employees, including our executive officers. Non-employee directors also participate in the Plan. The Plan does not permit the granting of discounted options or discounted stock appreciation rights.SARs. The selection of employee participants in the Plan and the level of participation of each participant are determined by the Compensation Committee (the Board makes determinations relating to awards to non-employee directors). The number of shares that may be granted to a participant under the Plan during any calendar year may not exceed 75,000. Subject to the limitations set forth in the Plan, the Compensation Committee may delegate to our PresidentChief Executive Officer or other executive officers such duties and powers as the Compensation Committee may deem advisable with respect to the designation of employees to be recipients of planPlan awards and the nature and size of such awards, except that no delegation may be made in the case of awards to executive officers or directors foror awards intended to be qualifiedqualify under Section 162(m) of the Code, or individual awards in excess of 1,500 restricted shares or 5,000 stock options (or aggregate awards during any fiscal quarter in excess of 5,000 restricted shares or 25,000 stock options). or such other parameters as may be set forth by the Compensation Committee in a subsequent resolution.

        The Plan permits the grant of non-qualified stock options, incentive stock options qualifying under Section 422 of the Code (ISOs) and SARs. SARs permit the recipient to receive a payment measured by the increase in the fair market value of a specified number of our shares from the date of grant to the date of exercise. Distributions to the recipient of a SAR may be made in common stock, in cash, other property or in aany combination of boththe preceding as determined by the Compensation Committee. The Compensation Committee determines the terms of each stock option and SAR at the time of the grant. The exercise price of a stock option may not be less than the fair market value of our common stock on the date the option is granted; likewise, no SAR may be granted at less than the fair market value of our common stock on the date the SAR is granted. The Compensation Committee determines the exercise period of each stock option and SAR; however, the terms of stock options and SARs granted under the Plan may not exceed ten years.

        Unless otherwise provided by the Compensation Committee, in the event of the termination of a participant's service as an employee or non-employee director for any reason other than the participant's Retirement (as defined in the Plan), death or disability, stock options and SARs (to the extent exercisable) will remain exercisable for a period of 90 days from such date or until the expiration of the stated term of such stock options or SARs, whichever period is shorter (except that in the case of a termination of employment for cause, such stock options and SARs will immediately expire). Unless otherwise provided by the Compensation Committee, upon the termination of a participant's employment due to death or disability, stock options and SARs granted to such participant will remain exercisable (to the extent vested) for a period of one year from such date or until the expiration of the stated term of such stock options or SARs, whichever period is shorter. In addition, when an employee or non-employee director who has at least ten years of service with the Company and is at least 65 years of age (or at least 60 years of age with at least fifteen years of service) terminates his or her service as an employee or director (i.e., Retires), all stock options and SARs granted to such employee or director under the Plan will, upon such termination, become immediately exercisable in full and remain exercisable through the original term of the award.

        Generally, no stock option or SARgranted under the Plan may be exercised during the first year of its term or such longer period as may be specified in the option grant. However, the Plan allowsgives the Compensation Committee the authority, in its discretion, to makeaccelerate the vesting of stock options. The Plan also provides that unvested stock options and SARs will immediately exercisable uponvest if the recipient's


employment or service with the Company is terminated as a result of the recipient's death or Retirement, or is terminated without cause during the 12-month period following a change in control. The Plan similarly provides for the acceleration of vesting of the next tranche of stock options and SARs in the event of a termination of employment or service as a result of disability. The Plan also provides for the acceleration of vesting of a stock option or SAR if such accelerated vesting is provided under any benefit plan of the Company to which the recipient is subject. In addition, under the Plan, the Compensation Committee may in its discretion "cash out" any award, whether vested or unvested, upon a change in control by paying the recipient the amount by which the Change in Control Price (as defined in the Plan) exceeds the exercise or grant price per share under the stock option or SAR award multiplied by the Company without cause (if provided in an employment agreement)number of shares granted under the stock option or in its discretion. The exercise price of options is payable in cash or, if the grant provides, in common stock.SAR award.

        Under the Plan, the Compensation Committee may also grant restricted stock awards and performance awards, subject to specified restrictions or vesting conditions, including but not limited to continued employment or service of the recipient with us (in the case of restricted stock awards) or the achievement of one or more specific goals relating to our performance or the performance of a business unit or the recipient over a specified period of time.time (in the case of performance awards). Performance-based measures could be based on various factors such as our revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, and/or economic value added or such factors as they apply to one of its business units within which the recipient is primarily employed. The performance goals of the performance awards will be set by the Compensation Committee within the time period prescribed by and will otherwise comply with the requirements of, Section 162(m) of the Internal Revenue Code.

        Except to the extent that the Compensation Committee specifies a longer vesting schedule in the award agreement, restricted stock awards given to non-employee Directors (and to employee Directors in their capacities as directors) will vest on the first anniversary of the grant date. Except as otherwise provided in the award agreement, restricted stock awards given to employees will vest ratably on the first, second and third anniversaries of the grant date. The Plan provides that if the recipient's service with the Company as a Director or employee terminates as a result of the recipient's death, any restricted stock awarded under the Plan will automatically vest, and if such service terminates as a result of disability, the next tranche of shares will automatically vest. The Plan also provides for the acceleration of vesting of a restricted stock award if such accelerated vesting is provided under any benefit plan of the Company to which the recipient is subject. In addition, the Plan gives the Compensation Committee the authority, in its discretion, to accelerate the vesting of any restricted stock award and, in connection with a change in control, to "cash out" any restricted stock award, whether vested or unvested.

Risk Considerations Inin Our Compensation Program

        The Compensation Committee has considered the risks that may exist in the Company's compensation plans and the factors that mitigate against the plans creating material risks to the Company and believes that risks arising from our compensation policies and practices for our employees are not likely to have a material adverse effect on the Company.


Outstanding Equity Awards at Fiscal Year-End Table

        The following table sets forth information regarding unexercised options and unvested restricted stock held by each of our Named Executive Officers as of July 31, 2010.2012.

 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Option
Exercise
Price ($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested (#)		 Market Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(1)		 

Charles M. Diker

  —  8,700(2) 11.41  11/4/14       

              3,300(3) 86,196 

              24,999(4) 652,974 

              500(5) 13,060 

              13,500(6) 352,620 

Andrew A. Krakauer

  2,250  —  10.32  7/30/14       

  —  10,875(7) 10.59  10/28/14       

  2,250  —  10.58  7/30/15       

              4,125(8) 107,745 

              26,499(4) 692,154 

              500(5) 13,060 

              35,812(9) 935,409 

Eric W. Nodiff

  —  4,249(7) 10.59  10/28/14       

              1,625(8) 42,445 

              10,899(4) 284,682 

              16,350(9) 427,062 

Craig A. Sheldon

  —  5,000(7) 10.59  10/28/14       

              1,875(8) 48,975 

              12,699(4) 331,698 

              16,350(9) 427,062 

Steven C. Anaya

  4,500  —  9.72  2/2/14       

  5,000  2,500(7) 10.59  10/28/14       

              938(8) 24,501 

              6,349(4) 165,836 

              8,175(9) 213,531 
 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Option
Exercise
Price ($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested (#)		 Market Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(1)		 

Andrew A. Krakauer

  20,000  —  16.25  1/31/12       

  30,000  —  18.50  5/15/12       

  4,334  8,666(2) 14.59  2/2/14       

  750  750(3) 15.48  7/30/14       

  —  21,750(4) 15.89  10/28/14       

  —  1,500(5) 15.88  7/30/15       

              7,833(6) 124,388 

              13,333(7) 211,728 

              8,250(8) 131,010 

Seth R. Segel

  
37,500		  
—		  
20.10		  
1/31/11		       

  10,000  —  14.22  11/6/11       

  2,334  4,666(2) 14.59  2/2/14       

  —  10,500(4) 15.89  10/28/14       

              5,000(6) 79,400 

              6,666(7) 105,856 

              4,000(8) 63,520 

Craig A. Sheldon

  
75,000		  
—		  
20.10		  
1/31/11		       

  2,000  4,000(2) 14.59  2/2/14       

  —  10,000(4) 15.89  10/28/14       

              5,000(6) 79,400 

              6,666(7) 105,856 

              3,750(8) 59,550 

Eric W. Nodiff

  
75,000		  
—		  
22.93		  
1/31/11		       

  1,834  3,666(2) 14.59  2/2/14       

  —  8,500(4) 15.89  10/28/14       

              5,000(6) 79,400 

              6,666(7) 105,856 

              3,250(8) 51,610 

Roy K. Malkin

  
75,000		  
—		  
20.10		  
1/31/11		       

  3,334  6,666(2) 14.59  2/2/14       

  —  15,500(4) 15.89  10/28/14       

              5,000(6) 79,400 

              10,000(7) 158,800 

              5,750(8) 91,310 
(1)
The market value of shares of stock that have not vested was determined using $15.88, the closing market price per share of our common stock on July 31, 2010.2012.


(2)
The option was granted on February 3,November 5, 2009 and has a five-yearfive year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.

(3)
The optionrestricted stock was grantedissued on July 31,November 5, 2009 and has a five-year term. The option vests and is exercisablesubject to risk of forfeiture which lapses as to 50%one-third of the shares underlying the option on each of the first twothree anniversaries of the grantsuch issuance date.

(4)
The restricted stock was issued on October 21, 2010 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

(5)
The restricted stock was issued on July 31, 2011 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

(6)
The restricted stock was issued on October 21, 2011 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

(7)
The option was granted on October 29, 2009 and has a five-year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.

(5)
The option was granted on July 31, 2010 and has a five-year term. The option vests and is exercisable as to 100% of the shares underlying the option on the first anniversary of the grant date.

(6)
The restricted stock was issued May 23, 2008 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

(7)(8)
The restricted stock was issued on February 3,October 29, 2009 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

(8)(9)
The restricted stock was issued on October 29, 20093, 2011 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.


Equity Compensation Plan Information

        The following sets forth certain information as of July 31, 20102012 with respect to our compensation plans under which Cantel securities may be issued:

Plan category
 Number of securities
to be issued upon
exercise of
outstanding options
(a)		 Weighted-average
exercise price of
outstanding options
(b)		 Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)		 

Equity compensation plans approved by security holders

  548,823 $9.86  1,031,872(1)

Equity compensation plans not approved by security holders

  
0		  
0		  
0		 

Total

  
548,823		 
$
9.86		  
1,031,872
(1)
Plan category
 Number of securities
to be issued upon
exercise of
outstanding options
(a)		 Weighted-average
exercise price of
outstanding options
(b)		 Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column (a))
(c)		 

Equity compensation plans approved by security holders

  1,427,863 $15.95  655,679(1)

Equity compensation plans not approved by security holders

  
0		  
0		  
0		 
        

Total

  
1,427,863		 
$
15.95		  
655,679
(1)
        
(1)
Consists solely of 193,583306,874 stock option and SARs awards and 462,096724,998 restricted stock and performance awards available for grant under the Plan.

Option Exercises and Stock Vested Table

        The following table provides information on stock option exercises and vesting of restricted stock during fiscal 2010:2012:

 
 Option Awards Stock Awards 
Name
 Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Number of
Shares Acquired
on Vesting (#)		 Value Realized
on Vesting ($)(2)		 

Charles M. Diker

  63,900  879,287  16,051  258,627 

Andrew A. Krakauer

  41,250  693,465  27,625  506,673 

Eric W. Nodiff

  7,000  126,573  12,075  224,121 

Craig A. Sheldon

  11,000  142,318  13,225  242,423 

Steven C. Anaya

  —  —  6,612  121,200 
 
 Option Awards Stock Awards 
Name
 Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise (#)(1)		 Number of
Shares Acquired
on Vesting (#)		 Value Realized
on Vesting (#)(2)		 

Andrew A. Krakauer

  100,000  350,000  24,499  460,381 

Seth R. Segel

  52,500 ��104,271  15,000  279,433 

Craig A. Sheldon

  15,000  88,050  15,000  279,433 

Eric W. Nodiff

  20,000  119,400  15,000  279,433 

Roy K. Malkin

  —  —  15,000  284,650 
(1)
The "Value Realized on Exercise" is the difference between the market price of the underlying security at exercise and the exercise price of the option. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.

(2)
The "Value Realized on Vesting" is based on the fair market value of the underlying security on the vesting date. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.

Post-Termination Benefits and Change in Control

        As described above in our Compensation Discussion and Analysis, in February 2010, we (or in the case of Mr. Malkin, one of our subsidiaries) entered intoThe severance agreements with each of our NEOs. The severance agreements continue throughMessrs. Krakauer, Nodiff, Sheldon and Anaya expire on July 31, 2014 but automatically renew on July 31 of each year automatically renewing for another year unless either the Company or the NEO has provided at least 6 months' notice (given at least 18 months prior to the then expiration date)such date that the term will not be extended. However, if a Change ofin Control (as defined in the severance agreements to generally include a person or group acquiring more than 50% of our stock, or a majority of our Board being replaced during any 12-month period if not endorsed by our current Board)Board, a merger or consolidation unless the Company's stockholders hold at least 80% of the voting stock of the surviving entity, a sale of all or substantially all of the Company's assets, or the approval of a plan of complete liquidation by the Company's stockholders) occurs, the term will not end before the second anniversary of the Change in Control.

        Under the severance agreements, upon termination of employment for any reason, the NEO will be entitled to his (a) earned but unpaid base salary through the termination date, (b) accrued and unused paid time off through the termination date, and (c) reimbursement of expenses. Subject to certain conditions (such as signing a release), if an NEO is terminated (1) by the Company without causefor any reason other than for Cause, Unacceptable Performance, Disability or death or (2) by the NEO for Adequate Reason (as(each such capitalized term as defined in the severance agreements to generally include certain reductions in the authority, duties or responsibilities, certain reductions in compensation and certain changes in location)agreements), then the NEO will be entitled to certain benefits, unless termination occurs during a Change in Control Coverage Period (as defined in the severance agreements). Specifically, the NEO would be entitled to (1) in the case of the CEO only, two times base salary plus target bonus, paid in a lump sum (prior to October 31, 2012 such benefit was limited to 18 months' salary), (2) for NEOs other than the CEO, one year's base salary (18 months in the case of our CEO)any NEO who has completed at least 15 years of employment with the Company), paid in a lump sum, (2)(3) if the termination occurs subsequent to a fiscal year end in which the NEO did not yet receive his earned bonus, then the NEO will be entitled to histhe bonus he would have been entitled to the extent earnedreceive for such fiscal year under his applicable bonus plan (3)if his employment had continued through the bonus payment date, (4) for the partial fiscal year in which the termination occurs, the NEO will be entitled to a pro-rata portionpro-rated bonus (based on number of daysfull or partial months the NEO worked in the partial fiscal year) of his bonus to the extent earnedhe would have been entitled to receive the bonus for such fiscal year under his applicable bonus plan (4)if his employment had continued through the most current tranche ofnext bonus payment date, (5) all unvested stock options and restrictedunvested stock held by the NEO will automatically fully vest, on a pro rata basis through the termination date, (5)(6) 12 months (18 months in the case of the CEO or any NEO who has completed at least 15 years of employment with the Company) of COBRA benefitsbenefit premiums and (6)(7) 12 months of outplacement services, up to $20,000. In October 2010, we amended the severance agreements to provide for the automatic, accelerated vesting of all outstanding



unvested options and restricted stock held by an NEO upon termination of his employment by us without cause (or by the NEO for Adequate Reason).

        Subject to certain conditions (such as signing a release), under their severance agreements, if an NEOthe employment of Messr. Krakauer, Nodiff, Sheldon or Anaya is terminated during a Change in Control Coverage Period (generally, the period commencing 6 months prior to a Change in Control and ending 2 years following a Change in Control), the NEO will be entitled to certain compensation if (A) the Company terminates the NEO's employment (other than a termination for causeCause or death), or (B) the NEO voluntarily terminates his employment for Adequate Reason or Good Reason (as defined in the severance agreements to generally include certain reductions in the authority, duties or responsibilities, certain reductions in compensation, certain reductions in the authority, duties or responsibilities of a supervisor of the NEO, certain reductions in the budget overseen by the NEO and certain changes in location). Specifically, the NEO would be entitled to (1) two times the sum of (i) the NEO's base salary and target bonus (or if higher,(ii) the greater of (A) a percentage of the NEO's base salary (which may range from 40% to 85%) or (B) the average of the NEO's prior two years' bonuses),bonuses, (2) if the termination occurs subsequent to a fiscal year end in which the NEO did not yet receive his earned bonus, then the NEO will be entitled to his target bonus for such fiscal year, (3) for the partial fiscal year in which the termination occurs, the NEO will be entitled to a pro-rata portion (based onpro rated bonus equal to the product of the (i) greater of (A) a percentage of the NEO's base salary (which may range from 40% to 85%) or (B) the average of the NEO's prior two years' bonuses, and (ii) a fraction, (x) the numerator of which is the number of daysfull or partial months the NEO worked in fiscal year) of his target bonus for suchthe partial fiscal year, (4)and (y) the denominator of which is 12;provided, however, that if the termination occurs subsequent to the end of


the preceding fiscal year as to which the NEO did not yet receive the bonus he would have received if his employment had continued through the bonus payment date, the numerator will be the number of full or partial months the NEO worked since the beginning of the preceding fiscal year to the termination date, (3) 24 months of COBRA benefits, (5) continuation of(4) term life insurance policy for 24 months, (6)and (5) 12 months of outplacement services, up to $20,000, and (d) reimbursement of income taxes payable in connection with benefits under (4), (5) and (6) above.$20,000.

        In the case of a termination of an NEOemployment of Messr. Krakauer, Nodiff, Sheldon or Anaya due to disabilityDisability (at any time during the term of the severance agreement other than during a Change in Control Coverage Period) or death, the Company will continue to pay the NEO's base salary for a 3-month period. In addition, for the partial fiscal year in which the termination occurs, the NEO will be entitled to a pro rated bonus (based on the number of full or partial months the NEO worked in the partial fiscal year) to the extent such bonus would have been earned under his applicable bonus plan if his employment had continued through the next bonus payment date.

        If an NEOMessr. Krakauer, Nodiff, Sheldon or Anaya intentionally and materially breaches any provision of the separate non-compete agreement each NEOhe entered into in conjunction with the severance agreements, and fails to cure such breach (if curable) within 30 days, the severance agreements require such NEO to promptly repay to us any and all severance amounts previously paid to him under the severance agreement.

        Under the severance agreements, in the event (A) the Company terminates the employment of Messr. Krakauer, Nodiff, Sheldon or Anaya for any reason other than for Cause, Unacceptable Performance, Disability, or death, or (B) during a Change in Control Coverage Period, the Company terminates the NEO's employment for any reason other than for Cause or death, or (C) the NEO terminates his employment for Adequate Reason or Good Reason or (D) the NEO's employment terminates due to death, all unvested stock options and restricted stock awards then held by the NEO will automatically vest upon the termination of such NEO's employment. In the event of a termination of the NEO's Employment due to Retirement (as defined in the severance agreements), all unvested stock options then held by the NEO will automatically vest upon the termination of such NEO's employment. In the event of a termination of the NEO's Employment due to Disability, any stock option or restricted stock award that would have vested within the 12 month period following the termination date but for the NEO's termination of employment will automatically vest as of the termination date. In addition, the Plan provides that if a Plan participant is terminated without cause duringCompany may, in its discretion, accelerate the twelve month period following a change in control, allvesting of any stock optionsoption or restricted stock award held by such person will automatically vestan NEO in the event the NEO's employment terminates for any reason.

        Mr. Diker is not entitled to any post-termination benefits other than benefits applicable to all employees of the Company. Such benefits include the immediate vesting of stock options and become fully exercisable.stock appreciation rights upon retirement if the employee or non-employee director has at least ten years of service with the Company and is at least 65 years of age (or at least 60 years of age with fifteen years of service).

Post-Termination Benefits and Change in Control Table

        The table below sets forth our reasonable estimate of the potential payments to each of our NEOs, in each case, assuming a termination date of July 31, 2010 (but giving effect to the October 2010 amendments to the NEOs' severance agreements)2012 if such NEO (1) iswas terminated due to disability,Disability, (2) dies,died, (3) isRetired, (4) were terminated in connection with a change in control of the Company by us (other than for cause)Cause or death) or by the NEO for Adequate Reason or Good Reason (Change in Control Termination), or (4) is(5) was terminated by us without causefor any reason other than for Cause,


Unacceptable Performance, Disability, or death or by the NEO for Adequate Reason.Reason (Non-Change in Control Termination).

 
 Disability(1) Death Retirement Change in Control Termination without Cause 
Name
 Salary
($)		 Acceleration
of Option /
Stock
Awards(2)
($)		 Salary
($)		 Acceleration
of Option /
Stock
Awards(2)
($)		 Acceleration
of Option /
Stock
Awards(2)
($)		 Salary &
Bonus
($)		 Continued
Healthcare
Benefits and
Other
($)		 Acceleration
of Option /
Stock
Awards(2)
($)		 Salary &
Bonus
($)		 Continued
Healthcare
Benefits and
Other
($)		 Acceleration
of Option /
Stock
Awards(2)
($)		 

Andrew A. Krakauer

  131,250  941,074  131,250  1,917,257  NA  2,322,250  58,338  1,917,257  787,500  46,105  1,917,257 

Charles M. Diker

  NA  664,743  NA  1,232,827  127,977  NA  NA  NA  NA  NA  NA 

Eric W. Nodiff

  82,945  393,140  82,945  820,176  NA  1,186,483  58,716  820,176  331,778  37,404  820,176 

Craig A. Sheldon

  82,945  434,841  82,945  885,385  NA  1,186,483  57,345  885,385  497,667  46,105  885,385 

Steven C. Anaya

  55,696  217,434  55,696  442,692  NA  774,136  56,452  442,692  222,784  37,110  442,692 
 
  
  
 Change in Control Termination without Cause 
 
 Disability Death  
 Continued
Healthcare
Benefits
and Other
($)		  
  
 Continued
Healthcare
Benefits
and Other
($)		  
 
 
  
 Acceleration of
Option / Stock
Awards(1)
($)		  
 Acceleration of
Option / Stock
Awards(1)
($)		 
Name
 Salary
($)		 Salary
($)		 Salary &
Bonus
($)		 Salary &
Bonus
($)		 

Andrew A. Krakauer

  112,500  112,500  1,530,000  51,592  478,605  1,116,000  42,164  478,605 

Seth R. Segel

  87,248  87,248  1,012,071  22,586  254,795  593,283  20,000  254,795 

Craig A. Sheldon

  77,068  77,068  893,989  52,032  249,966  516,356  34,776  249,966 

Eric W. Nodiff

  77,068  77,068  893,989  52,357  241,595  516,356  34,776  241,595 

Roy K. Malkin

  103,930  103,930  1,288,726  41,727  338,109  701,718  29,843  338,109 
(1)
Potential payments if an NEO is terminated for Disability in connection with a change of control of the Company are set forth under the heading "Change in Control Termination."

(2)
Represents the intrinsic value of unvested stock options and restricted stock as of July 31, 2010.2012.

Director Compensation

        The table below summarizes the compensation paid by us to our directors for the fiscal year ended July 31, 2010.2012, other than Messrs. Krakauer and Diker, whose compensation is included in the Summary Compensation Table above.

Name
 Fees Earned or
Paid in Cash
($)		 Option
Awards
($)(1)		 All Other
Compensation
($)		 Total
($)		 

Alan R. Batkin(2)

  47,250  35,001  —  82,251 

Ann E. Berman(2)

  47,500  35,001  —  82,501 

Joseph M. Cohen(2)

  38,000  35,001  —  73,001 

Mark N. Diker(2)

  35,000  35,001  —  70,001 

George L. Fotiades(2)

  113,750  132,441  —  246,191 

Alan J. Hirschfield(2)

  47,250  35,001  —  82,251 

Dr. Peter J. Pronovost(2)

  35,000  35,001  —  70,001 

Bruce Slovin(2)

  40,000  35,001  —  75,001 
Name
 Fees Earned or
Paid in Cash
($)		 Option Awards
($)(1)		 All Other
Compensation
($)		 Total
($)		 

Robert L. Barbanell(5)

  49,750  31,163  —  80,913 

Alan R. Batkin(5)

  42,000  31,163  —  73,163 

Joseph M. Cohen(5)

  32,000  31,163  —  63,163 

Charles M. Diker(5)

  225,000(2) 236,841(3) 43,382(4) 505,223 

Mark N. Diker(5)

  29,000  31,163  —  60,163 

George L. Fotiades(5)

  82,750  31,163  —  113,913 

Alan J. Hirschfield(5)

  42,000  31,163  —  73,163 

Bruce Slovin(5)

  34,000  31,163  —  65,163 
(1)
Represents the aggregate grant date fair value computed in accordance with FASB ASC 718. For a discussion of valuation assumptions, see Note 1112 to our 20102012 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended July 31, 2010.2012.

(2)
Amount represents salary earned in fiscal 2010 in connection with Mr. Diker's employment by the Company as its Chairman.

(3)
Amount represents the aggregate grant date fair value for stock options of $123,849 and restricted stock awards of $112,992.

(4)
This amount includes the following amounts paid or accrued by us for the benefit of Mr. Diker in connection with his employment as the Company's Chairman: (i) $6,693 in contributions under a 401(k) plan, and (ii) $689 in term life insurance premiums. Additionally, the amount includes the reimbursement to a company affiliated with Mr. Diker for office expenses amounting to $36,000 in fiscal 2010.

(5)
The aggregate number of stock awards and aggregate number of option awards outstanding for each director at July 31, 20102012 are as follows: Mr. Barbanell—23,250 option awards; Mr. Batkin—23,250 option awards; Mr. Cohen—23,250 option awards; Mr. Charles Diker—9,9332,840 stock awards and 124,90021,375 option awards; Ms. Berman—7,840 stock awards; Mr. Cohen—2,840 stock awards and 21,375 option awards; Mr. Mark Diker—29,2502,840 stock awards and 20,250 option awards; Mr. Fotiades—27,0008,840 stock awards and 40,500 option awards; Mr. Hirschfield—22,5002,840 stock awards and 20,250 option awards; Dr. Pronovost 7,839 stock awards; and Mr. Slovin—22,5002,840 stock awards and 21,375 option awards.

        Until February 1, 2010,During fiscal 2012, the annual fee payable to our non-employee directors were paid a fee of $20,000 per year and $1,000 per Board meeting attended ($2,000 for meetings longer than a half-day),was increased to $35,000 plus reimbursement for expenses. Effective February 1, 2010,expenses, however, the annualmeeting fee for attendance at Board meetings was increased to $30,000.eliminated. In addition, the Presiding Director is paid an annual fee of $5,000, and the ChairmanChair of each of the Audit Committee, the Compensation Committee and the Nominating Committee are paid annual fees of $15,000, $10,000 and $3,000, respectively. Each member of the Audit Committee iswas paid $1,000 for each committee meeting attended and each member of the other committees iswas paid $750 for each committee meeting attended. During fiscal 2013 members of the Compensation Committee


will be paid $1,000 for each committee meeting attended. In addition, Mr. Fotiades is paid an annual retainer of $50,000 to serve as Vice Chairman of the Board, in which role he serves as liaison between the Board and management. His services are provided solely as a member of the Board and for the benefit of the Board. The annual retainer was $50,000 through January 31, 2012 and increased to $100,000 on February 1, 2012. In addition, in October 2012, Mr. Fotiades was granted 4,000 restricted shares in consideration of the significant services provided by him as Vice Chairman.

        During fiscal 2010,In addition, commencing July 31, 2012, non-employee directors (including employee directors) receivedreceive under our Plan an automatic grantannual award of an option to purchase 1,500restricted shares of common stock (increased to 4,500 shares commencing July 31, 2010 for non-employee directors)Common Stock on the last day of the fiscal year (commencing July 31, 2012) having a value on such grant date of $35,000, based on the closing price of our common stock on the NYSE on the first business day immediately preceding the grant date. Based on the closing price of our fiscal year. All of said optionscommon stock on July 30, 2012, each director was granted 1,340 restricted shares on July 31, 2012. The shares are fully exercisablesubject to forfeiture, vesting on the first anniversary of the grant date. In addition, through October 31, 2009, an option to purchase 750 shares of common stock was granted automatically onAlso, upon his or her joining the last business day



of each fiscal quarter to each non-employee director provided that the director attended any regularly scheduled meeting of the Board, if any, held during such quarter. Also, each new non-employee member of the Board is granted an initiala restricted stock option, exercisable inaward of 5,000 shares which will vest ratably over three equal installmentsyears commencing on the first anniversary of the grant date, to purchase 15,000 shares of common stock. All of the options described in this paragraph have a five year term and an exercise price equal to the closing price of Cantel stock on the NYSE on the date of grant.date.

        Mr. Diker, as our employee, iswas paid an annual fee of $225,000$250,000 for his services as Chairman of the Board.


AUDIT COMMITTEE REPORT

        The Audit Committee is providing this report to enable stockholders to understand how it monitors and oversees our financial reporting process. The Audit Committee operates pursuant to an Audit Committee Charter that is reviewed annually by the Audit Committee and updated as appropriate.

        This report confirms that the Audit Committee has (1) reviewed and discussed the audited financial statements for the year ended July 31, 20102012 as well as the unaudited financial statements included in Quarterly Reports on Form 10-Q for each of the first three quarters of the fiscal year, with management and Cantel's independent registered public accounting firm; (2) discussed with our independent registered public accounting firm the matters required to be reviewed pursuant to the Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (3) received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant'sregistered public accounting firm communications with the Audit Committee concerning independence; and (4) discussed with our independent registered public accounting firm their independence. The Audit Committee has considered the compatibility of the independent registered public accounting firm's provision of non-audit services with maintaining the firm's independence and found the provision of such services to be compatible with the firm's independence.

        Based upon the above review and discussions, the Audit Committee recommended to the Board that the Company's audited financial statements for the year ended July 31, 20102012 be included in our Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

 Audit Committee:


 

Robert L. Barbanell (Chairman)Ann E. Berman (Chair)
Alan R. Batkin
Bruce Slovin



PROPOSAL 2

APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO INCREASE COMMON STOCK

        The Board has adopted a resolution declaring it advisable and in the best interests of Cantel and the stockholders to amend our Certificate of Incorporation, as amended (the Certificate) to increase the authorized number of shares of our common stock, par value $.10 per share, from 30,000,000 to 75,000,000 shares.

        The Certificate presently authorizes 30,000,000 shares of common stock, of which 27,169,641 shares were issued and outstanding as of November 14, 2012, the record date for the Annual Meeting; and 1,000,000 shares of preferred stock, one dollar ($1.00) par value, none of which is presently issued and outstanding. As of November 14, 2012, 2,825,591 shares of common stock were held by us as treasury shares. As such, a total of 29,995,232 shares were issued as of November 14, 2012. Additionally, as of that date an aggregate of 895,638 shares of common stock were reserved for issuance upon the exercise of outstanding options or upon grants of stock options or other awards under our 2006 Equity Incentive Plan. Therefore, upon the exercise of outstanding options or upon grant of stock awards or if we desire to issue common equity for stock splits or acquisitions or to obtain funds through an offering or for any other purpose, we are currently limited to the issuance of 4,768 shares of common stock or the reissuance of our treasury shares.

        The Board considers it desirable to have available for issuance sufficient authorized shares of common stock to enable us to act without delay of seeking stockholder approval if favorable opportunities arise to raise additional equity capital or to acquire companies or products by the issuance of shares of common stock and otherwise to be in a position to take various steps requiring the issuance of additional shares of common stock (including stock splits or stock dividends) that in the judgment of the Board are in our best interests. The shares will also be available for issuance under current and future equity compensation plans. Other than issuances upon exercise of outstanding stock options and future grants under our 2006 Equity Incentive Plan, we have no current plans, arrangements or understandings regarding the issuance of any additional shares of common stock for which authorization is sought and there are no negotiations pending with respect to the issuance thereof for any purpose.

        Additional shares of common stock authorized pursuant to this proposal would be identical in all respects to the common stock now authorized. While authorization of the additional shares will not currently dilute the proportionate voting power or other rights of existing stockholders, future issuances of common stock could reduce the proportionate ownership of existing holders of common stock, and, depending on the price at which such shares are issued, may be dilutive to the existing stockholders.

        Common stock (including the additional shares of common stock authorized pursuant to this proposal) and preferred stock may be issued from time to time upon authorization of the Board, without further approval by the stockholders, unless otherwise required by applicable law, and for the consideration that the Board may determine is appropriate and as may be permitted by applicable law.

        As provided for by the Delaware General Corporation Law, the Board has directed that the proposed amendment to increase the number of authorized shares of common stock be submitted to a vote of the stockholders. Approval of the proposed amendment requires the affirmative vote of a majority of the votes entitled to be cast by the holders of common stock.

        Although an increase in the authorized shares of our capital stock could, under certain circumstances, also be construed as having an anti-takeover effect (for example, by permitting easier dilution of the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction resulting in our acquisition by another company), the proposed increase is not in response to any effort by any person or group to accumulate our stock


or to obtain control of Cantel by any means. In addition, the proposal is not part of any current plan by the Board to recommend or implement a series of anti-takeover measures or any other corporate transactions.

        The proposed amendment to the Certificate would amend Article Fourth of the Certificate by striking out the first sentence of Article FOURTH, up to the colon, as it now exists and inserting in lieu and instead thereof the following:

        If approved by the requisite number of shares, the amendment to our Certificate will become effective upon filing the Certificate of Amendment with the Delaware Secretary of State, which is expected to occur promptly following the meeting.

The Board recommends that stockholders vote "FOR" Proposal 2 to approve the amendment to the Company's Certificate of Incorporation.


PROPOSAL 23

ADVISORY VOTE ON EXECUTIVE COMPENSATION
(SAY-ON-PAY VOTE)

        As required by Section 14A of the Exchange Act, we are providing our stockholders with a vote on a non-binding, advisory basis on the compensation of our Named Executive Officers, as such compensation is disclosed under Item 402 under the SEC's Regulation S-K in the Compensation Discussion and Analysis section of this Proxy Statement, the accompanying tabular disclosure regarding such compensation and the related narrative disclosure. We urge our stockholders to review the Compensation Discussion and Analysis section of this Proxy Statement and the related executive compensation tables and narratives for more information about our NEOs' compensation.

        Our executive compensation programs are designed to enable us to attract, motivate and retain executive talent, who are critical to our success. Consistent with our performance-based compensation philosophy, we reserve the largest portion of potential compensation for performance- and equity-based programs. Our performance-based bonus program rewards the Company's executive officers for achievement of key operational goals that we believe will provide the foundation for creating long-term stockholder value, while our equity awards, mainly in the form of restricted stock, reward long-term performance and align the interests of management with those of our stockholders.

        Among the various forms of performance-based compensation, we believe that equity awards, in particular, serve to align the interests of our executives with those of our long-term stockholders by encouraging long-term performance. As such, equity awards are a key component of our executive compensation program. Equity awards closely align the long-term interests of our executives with those of our stockholders because the value of such awards is dependent upon the Company's stock price. In addition, equity awards align with our growth strategy and provide significant financial upside if our growth objectives are achieved, while placing a significant portion of our executives' compensation at-risk if our objectives are not achieved.

        The Board believes that the information provided above and within the Compensation Discussion and Analysis section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management's interests are aligned with our


stockholders' interests and support long-term value creation. Accordingly, the following resolution is to be submitted for a stockholder vote at the meeting:

        Because the vote is advisory, it will not be binding on the Board. The vote on this proposal is not intended to address any specific element of compensation. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our stockholders and understand that it is useful and appropriate to obtain the views of our stockholders when considering the design and initiation of executive compensation programs.

The Board recommends that stockholders vote "FOR" Proposal 3 to approve the compensation of the Company's Named Executive Officers, as described in the Compensation Discussion and Analysis, the compensation tables and narrative disclosures in this Proxy Statement.


PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

     ��  The firm of Ernst & Young LLP has audited our financial statements for the last twentyover twenty-one years. In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for the fiscal year ended July 31, 2010,2012, we retained Ernst & Young LLP to provide tax and other advisory services in the fiscal year ended July 31, 2010,2012, and expect to continue to do so in the future. Representatives of Ernst & Young LLP are expected to be present at the meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from the stockholders.

Auditor Fees

        The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q ("Audit Fees")(Audit Fees) for fiscals 20102012 and 2009,2011, and fees billed for other services rendered by Ernst & Young LLP.

 
 2012 2011 

Audit Fees(1)

 $1,250,000 $1,268,000 

Audit Related Fees(2)(3)

  20,643  108,886 
      

Total

 $1,270,643 $1,376,886 
      
 
 2010 2009 

Audit Fees(1)

 $1,092,000 $1,108,500 

Audit Related Fees(2)(3)

  18,096  46,497 

Tax Fees(3)(4)

  4,106  24,391 

All Other Fees

  —  — 
      

Total

 $1,114,202 $1,179,388 
      
(1)
Audit fees for fiscals 20102012 and 20092011 related to (i) the audits of the annual consolidated financial statements, (ii) reviews of the quarterly financial statements, and (iii) the audits of the effectiveness of our internal control over financial reporting.

(2)
Audit related fees for fiscals 2010 and 2009fiscal 2012 consisted of feesa fee related to the audit of a 401(k) savings and retirement plan. Additionally, auditAudit related fees for fiscal 2009 included2011 consisted of fees for a statutoryto assist us in acquisition due diligence as well as the audit of our Netherlands subsidiary.a 401(k) savings and retirement plan.

(3)
The Audit Committee has determined that the provision of all non-audit services performed for us by Ernst & Young LLP is compatible with maintaining that firm's independence.

(4)
Tax fees consisted primarily of services related to international tax compliance in fiscals 2010 and 2009.

        The Audit Committee has a written preapproval policy with respect to services to be provided by our independent registered public accounting firm. However, as a matter of practice, prior to engaging Ernst & Young LLP for any services, we generally obtain the prior approval of the Audit Committee even if not technically required under the terms of the policy. In fiscal 2010,2012 and 2011, all of the audit fees audit-related fees and taxaudit-related fees were approved in accordance with the preapproval policy.

        The Board recommends that stockholders vote "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.



MISCELLANEOUS

Annual Report to Stockholders

        Cantel's 20102012 Annual Report to Stockholders is being mailed to stockholders contemporaneously with this Proxy Statement.

Form 10-K

        UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING, WE WILL PROVIDE WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SEC FOR THE FISCAL YEAR ENDED JULY 31, 2010,2012, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.SCHEDULE. REQUESTS SHOULD BE MAILED TO MS. JOANNA ZISA ALBRECHT, CANTEL MEDICAL CORP., 150 CLOVE ROAD, LITTLE FALLS, NJ 07424. OUR ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE THROUGH OUR WEBSITE AT WWW.CANTELMEDICAL.COM.

Proposals of Stockholders; Stockholder Business

        The deadline for submitting a stockholder proposal for inclusion in the proxy materials for our 20112013 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Exchange Act is September 15, 2011.August 6, 2013. Under our By-laws, certain procedures are provided that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Stockholders without inclusion in our proxy materials. These procedures provide that stockholders wishing to submit proposals or director nominations at the 20112013 Annual Meeting of Stockholders that are not to be included in such proxy materials must do so by not later than the close of business on the 60th day and not earlier than the close of business on the 90th day prior to the first anniversary of the 2010 Annual Meeting of Stockholdersthis meeting (no earlier than October 15, 201113, 2013 and no later than November 14, 2011,12, 2013, as currently scheduled); provided, however, that in the event that the date of the 20112013 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to the such annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made by us. Stockholders wishing to submit any such proposal are also advised to review Rule 14a-8 under the Exchange Act and our By-laws.

Your vote is important. We urge you to vote by mail, by telephone, or on the Internet without delay.

 GRAPHIC

Eric W. Nodiff
Corporate Secretary

Dated: November 29, 2010December 4, 2012


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 144750 0 0 0 0 0 0 0 0 0 0 0000151984_1 R1.0.0.11699 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Charles M. Diker 02 Alan R. Batkin 03 Ann E. Berman 04 Joseph M. Cohen 05 Mark N. Diker 06 George L. Fotiades 07 Alan J. Hirschfield 08 Andrew A. Krakauer 09 Peter J. Pronovost 10 Bruce Slovin CANTEL MEDICAL CORP. 150 CLOVE ROAD, 9TH FLOOR LITTLE FALLS, NJ 07424 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR THE ANNUAL MEETING OF STOCKHOLDERS - JANUARY 13, 2011 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSproposals 2, 3 and 4. For Against Abstain 2. Approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 75,000,000. 3. Advisory vote to approve Named Executive Officer compensation. 4. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.


0000151984_2 R1.0.0.11699 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . CANTEL MEDICAL CORP. Annual Meeting of Stockholders January 11, 2013 9:30 a.m. This proxy is solicited by the Board of Directors I appoint Charles M. Diker and Eric W. Nodiff, or either of them, as my proxies, with full power of substitution, to vote all shares of Common Stock of CANTEL MEDICAL CORP. that I am entitled to vote at the Annual Meeting of Stockholders to be held on January 13, 201111, 2013 at 9:30 A.M.a.m. at The Harmonie Club, 4 East 60th Street, New York, New York, and any adjournmentsadjournment of the meeting on all matters coming before said meeting. My proxies will vote the shares represented by this proxy as directed on the other side of this card, but in the absence of any instructions from me, my proxies will vote "FOR" the election of all the nominees listed under Item 1, and "FOR" Item 2.2, Item 3 and Item 4. My proxies may vote according to their discretion on any other matter which may properly come before the meeting. I may revoke this proxy prior to its exercise. (ContinuedContinued and to be signed on the reverse side)

Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of ten directors: O Robert L. Barbanell O Alan R. Batkin O Joseph M. Cohen O Charles M. Diker O Mark N. Diker O George L. Fotiades O Alan J. Hirschfield O Andrew A. Krakauer O Peter J. Pronovost, M.D., Ph.D. O Bruce Slovin 2. Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm: PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN IT AT ONCE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO ATTEND. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: ANNUAL MEETING OF STOCKHOLDERS OF CANTEL MEDICAL CORP. January 13, 2011 INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card. Vote online until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. PROXY VOTING INSTRUCTIONS Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 21030000000000000000 0 011311 COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at https://materials.proxyvote.com/138098

ANNUAL MEETING OF STOCKHOLDERS OF CANTEL MEDICAL CORP. January 13, 2011 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at https://materials.proxyvote.com/138098 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 1. Election of ten directors: O Robert L. Barbanell O Alan R. Batkin O Joseph M. Cohen O Charles M. Diker O Mark N. Diker O George L. Fotiades O Alan J. Hirschfield O Andrew A. Krakauer O Peter J. Pronovost, M.D., Ph.D. O Bruce Slovin 2. Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm: PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN IT AT ONCE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU DO ATTEND. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: NOMINEES: PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. 21030000000000000000 0 011311side

 

 



QuickLinks

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on January 13, 2011.
Information about the Annual Meeting
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
PROPOSAL 1 ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
BOARD MATTERS; COMMITTEES
EXECUTIVE OFFICERS OF CANTEL
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Equity Compensation Plan Information
AUDIT COMMITTEE REPORT
PROPOSAL 2
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE COMMON STOCK
PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE)
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MISCELLANEOUS