UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

ABIOMED, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

ABIOMED, Inc.

22 Cherry Hill Drive

Danvers, Massachusetts 01923

Notice of Annual Meeting of Stockholders

To Be Held on August 13, 201410, 2016

The Annual Meeting (the “Annual Meeting”) of Stockholders of ABIOMED, Inc. (the “Company”) will be held on August 13, 201410, 2016 at 8:00 a.m. at the offices of Foley Hoag LLP, Seaport West, 155 Seaport Boulevard,Mandarin Oriental, 776 Boylston Street, Boston, Massachusetts, 02199 for the following purposes:

Our Board of Directors has fixed the close of business on June 27, 201424, 2016 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record at the close of business on June 27, 201424, 2016 will be entitled to vote at the Annual Meeting or any adjournments thereof.

By order of the Board of Directors

Peter M. Rosenblum, Secretary

Boston, Massachusetts

July 10, 2014June 30, 2016

This proxy statement and the form of proxy are first being sent or given to stockholders on or about

July 14, 2014June 30, 2016 pursuant to rules adopted by the U.S. Securities and Exchange Commission.

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH OUR SECRETARY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY ATTENDING AND VOTING AT THE MEETING.

ABIOMED, Inc.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To be held on August 13, 201410, 2016

This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of our Board of Directors for use at our Annual Meeting of Stockholders to be held at the offices of Foley Hoag LLP, Seaport West, 155 Seaport Boulevard,Mandarin Oriental, 776 Boylston Street, Boston, Massachusetts 02199 on August 13, 201410, 2016 at 8:00 a.m. Eastern Time and at any adjournment or adjournments thereof. We are a Delaware corporation and our principal executive offices are located at 22 Cherry Hill Drive, Danvers, Massachusetts 01923.

We will bear any cost of solicitation. Some of our officers and employees may solicit proxies by correspondence, telephone or in person, without extra compensation. We may also pay to banks, brokers, nominees and other fiduciaries their reasonable charges and expenses incurred in forwarding proxy material to their principals. It is expected that this proxy statement and the accompanying proxy will be mailed to our stockholders on or about July 14, 2014.June 30, 2016.

We have fixed the close of business on June 27, 201424, 2016 as the record date for the Annual Meeting. Only stockholders of record at the close of business on June 27, 2014the record date will be entitled to receive notice of, and to vote at, the Annual Meeting. As of June 27, 2014,24, 2016, there were outstanding and entitled to vote 40,353,82342,991,800 shares of our common stock, $.01$0.01 par value per share. Our by-laws require that a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Abstentions and broker non-votes will be counted as present or represented for purposes of determining the existence of a quorum. A “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

Only stockholders of record of shares of the Company’s common stock at the close of business on the record date, or their designated proxies, are entitled to attend the Annual Meeting. If you hold your shares in “street name” (i.e., your shares are held in an account maintained by a bank, broker or other nominee), then you should bring proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction form provided by your broker, bank or other nominee, or other similar evidence of ownership. If you are a representative or proxyholder of an entity that owns common stock of the Company, you must present evidence that you are the entity’s authorized representative or proxyholder, and, if the entity is a street name owner, proof of the entity’s beneficial ownership as of the record date. We reserve the right to limit the number of representatives who may attend the meeting.

Each attendee will be asked to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. Cameras, recording devices, and other electronic devices are prohibited at the meeting, and attendees may be subject to security inspections and other security precautions. For safety and security reasons, we will be unable to admit anyone who does not present proper identification, proof of ownership or legal proxy, or refuses to comply with our security procedures. You can find directions to the Annual Meeting athttp://www.mandarinoriental.com/boston/hotel/hotel-directions.

Proposal No. 1 (election of directors) requires the affirmative vote of a plurality of the votes cast by holders of our common stock entitled to vote thereon, provided that a quorum is present. However, we have adopted a majority voting policy that is applicable in uncontested elections of directors. This means that the plurality standard will determine whether a director nominee is elected, but our majority voting policy will further require that the number of votes cast “for” a director must exceed the number of votes “withheld” from the director or the director must submit his or her resignation. The Governance and Nominating Committee would then consider whether to recommend that the Board accept or reject the resignation. See “Corporate Governance—Majority Voting and Director Resignations” below for additional details.

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Proposal No. 2 (the advisory sayvote on pay vote)executive compensation), Proposal No. 3 (the amendments to our Second Amendedamendment and Restated 2008 Stock Incentiverestatement of the 2015 Plan and the increase of the number of shares of common stock available under the 2015 Plan), and Proposal No. 4 (ratification of the appointment of our independent registered public accounting firm) each requires the affirmative vote of a majority of the votes cast by holders of our common stock entitled to vote thereon, provided that a quorum is present. Abstentions and broker non-votes will not be included in calculating the number of votes cast on Proposal No. 1, Proposal No. 2, Proposal No. 3, or Proposal No. 4. Votes will be tabulated by American Stock Transfer & Trust Company, our transfer agent.

THE ENCLOSED PROXY, IF EXECUTED AND RETURNED, WILL BE VOTED AS DIRECTED ON THE PROXY OR, IN THE ABSENCE OF SUCH DIRECTION, FOR THE NOMINEES FOR DIRECTOR (PROPOSAL NO. 1), FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL NO. 2), FOR THE APPROVAL OF THE AMENDMENTS TO OUR SECOND AMENDEDAMENDMENT AND RESTATED 2008 STOCK INCENTIVERESTATEMENT OF THE 2015 PLAN (PROPOSAL NO. 3), AND FOR THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 4). IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED BY THE HOLDERS OF THE PROXIES IN ACCORDANCE WITH THEIR BEST JUDGMENT. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH OUR SECRETARY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY ATTENDING AND VOTING AT THE MEETING.

Our annual report to stockholders for the fiscal year ended March 31, 2014,2016, including financial statements audited by Deloitte & Touche LLP, our independent registered public accounting firm, is being sent to each of our stockholders simultaneously with this proxy statement. The notice of annual meeting,Annual Meeting, this proxy statement, and our 20142016 annual report to stockholders and the proxy card are also available on the Internetinternet athttp://www.abiomed.com/proxy.This web site does not use “cookies” to track or identify visitors to the web site. Directions to the Annual Meeting are available on the Internetinternet athttp://www.foleyhoag.com/our-firm/Offices.aspxwww.mandarinoriental.com/boston/hotel/hotel-directions/.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of sevennine directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meetingAnnual Meeting of stockholders.Stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of the Class IIII directors, is expiring.which includes Mr. Michael R. Minogue, Mr. Martin P. Sutter and Dr. W.G. Austen, expires at the Annual Meeting.

Our Board of Directors has nominated Dorothy E. Puhyeach of Mr. Michael R. Minogue and Paul Thomas, eachMr. Martin P. Sutter to serve as a Class IIII director for a three-yearthree year term until the 20172019 Annual Meeting of Stockholders, andor until their respective successors havehis successor has been duly elected and qualified. The Board of Directors has not taken action to fill the vacancy resulting from the expiration of Dr. W.G. Austen’s term in office as a Class III director. Effective as of the Annual Meeting, the Board will bestow upon Dr. Austen the honorary title of Director Emeritus.

Each of these nominees is currently serving on our Board of Directors. Ms. PuhyMr. Michael R. Minogue and Mr. Thomas wereMartin P. Sutter was most recently elected by our stockholders as a Class I directorsIII director at our Annual Meeting of Stockholders in August 2011. The term of each of Ms. Puhy2013. See “Executive Officers and Directors” for further information about Mr. Michael R. Minogue and Mr. Thomas will expire at the upcoming annual meeting.Martin P. Sutter.

If anyeither nominee at the time of the electionAnnual Meeting is unable or unwilling to serve or is otherwise unavailable for election, and our Board of Directors designates another nominee, the persons named as proxies will vote the proxy for such substitute, if any. Our Board of Directors has no reason to believe that anyeither of the proposed nominees will be unable or unwilling to serve. The proposed nominees are not being nominated pursuant to any arrangement or understanding with any person.

Our Board of Directors recommends that you voteFOR the election of Ms. Dorothy E. PuhyMr. Michael R. Minogue and Mr. Paul Thomas.Martin P. Sutter.

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PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. We refer to this non-binding advisory vote as the “say on pay” vote. Although this vote is not binding on us, we value the opinion of our stockholdersstockholders. Our Board of Directors and Compensation Committee will carefully consider the outcome of the vote as we make future decisions on executive compensation.

We will hold a non-binding, advisory vote of our stockholders on the compensation of our named executive officers every year until the next required stockholder vote on the frequency of such advisory vote. The next stockholder vote on the frequency of such advisory vote currently is expected to be held at the Annual Meeting of Stockholders in August 2017.

As described under the heading “Executive Compensation,” our compensation programs are designed to attract and retain our executive officers by offering compensation that is competitive with peer organizations. Our compensation isconsists of a mixture of cash payments as well asand equity incentives which we believe align our executive outcomescompensation with our stockholder objectives. We review our compensation policies annually with the help of compensation consultants to ensure that our policies meet market expectations and are fair. We encourage you to carefully review the compensation discussion and analysis inbeginning on page 26 of this proxy statement for a complete discussion of the factors underlying the structure of our executive compensation program.

We are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. The vote on this proposal is not intended to address any specific element of compensation but rather relates to the overall compensation of our named executive officers, as described in this proxy statement pursuant to Item 402 of Regulation S-K (including in the compensation discussion and analysis, compensation tables and accompanying narrative disclosures).

Accordingly, as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we ask our stockholders to vote in favor of the following resolution at the Annual Meeting:

“RESOLVED, the stockholders of ABIOMED, Inc. approve,APPROVE, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the Company’s Proxy Statementproxy statement for the 20142016 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and accompanying narrative disclosures.”

Our Board of Directors recommends that you voteFOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement.

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PROPOSAL NO. 3

APPROVAL OF THE AMENDMENTS TO OUR

SECOND AMENDED AND RESTATED 2008 STOCK2015 OMNIBUS INCENTIVE PLAN

OnWe are asking stockholders to approve the adoption of the ABIOMED, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”) as amended and restated, adopted by our Board on June 26, 2014,20, 2016 (the “Amended and Restated 2015 Plan”). The 2015 Plan was originally adopted by our Board of Directors amended, subjecton June 29, 2015 and approved by the stockholders on August 12, 2015. The number of shares originally authorized for issuance under the 2015 Plan was 2,000,000 shares of common stock. As discussed further below, stockholders are being asked to stockholder approval, our Second Amended and Restated 2008 Stock Incentiveapprove an amendment to the 2015 Plan (the “2008 Stock Incentive Plan”)to enable us to increase the number of shares of our common stock available for issuance under the 2015 Plan by 1,260,000 shares. The Amended and Restated 2015 Plan also amends the 2015 Plan by (i) including a minimum vesting requirement of at least one year from date of grant for awards and (ii) increasing the fungible ratio of each award (except for stock options and stock appreciation rights (“SARs”)) against shares of common stock in the share pool from 1.70 to 1.80, all as further described below.

Equity grants are an essential element of the Company’s compensation program. Stockholder approval of the Amended and Restated 2015 Plan would allow us to continue to attract and retain high quality and high performing directors, executives, and other employees with equity incentives. The Board approved the Amended and Restated 2015 Plan and the additional shares of common stock authorized for issuance under it based upon its review and consideration of:

The Board of Directors believes that it is in the best interest of the Company’s stockholders for the Company’s employees (including its officers), directors, and certain consultants to have an ownership interest in the Company and that granting equity awards to such persons motivates them to contribute to the Company’s success. We do not believe that the remaining shares of common stock available for issuance under the 2015 Plan are sufficient to continue implementing the Company’s stock incentive program over at least the next two years taking into account the rate at which we have historically granted equity awards and certain other factors, including an expected increase in the number of our employees to support the Company’s future growth. Accordingly, on June 20, 2016, our Board approved the Amended and Restated 2015 Plan, subject to stockholder approval, to, among other things, increase the number of shares of common stock reserved for issuance under the 2015 Plan by 1,260,000 shares. The Amended and Restated 2015 Plan is being submitted to the Company’s stockholders for approval.

The Board of Directors believes that the Amended and Restated 2015 Plan continues to promote the interests of stockholders and is consistent with principles of good corporate governance, including:

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In addition, the Amended and Restated 2015 Plan amends the 2015 Plan by including a new provision that further promotes the interests of our stockholders and is consistent with principles of good corporate governance by adding a minimum vesting period of at least one year from the grant date for stock options, SARs, restricted stock, restricted stock units, and other awards granted under the plan, subject to a carve-out for awards that in the aggregate do not exceed five percent of the total shares of our common stock reserved for issuance under the Amended and Restated 2015 Plan.

Existing Equity Plan Information

In addition to the 2015 Plan, equity awards may be granted under the ABIOMED, Inc. 2008 Stock Incentive Plan, as amended (the “2008 Plan”). Equity awards are also outstanding under the Company’s 2000 Stock Incentive Plan, as amended (the “2000 Plan” or the “Predecessor Plan”). No future awards may be granted under the Predecessor Plan.

As of June 24, 2016, the 2015 Plan had 1,903,556 shares available for grant and the 2008 Plan had 186,641 shares available for grant.

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The table below includes aggregated information regarding awards outstanding under the 2015 Plan, the 2008 Plan and the Predecessor Plan, the number of shares available for future awards under the 2015 Plan and the 2008 Plan as of June 24, 2016, and the proposed additional shares issuable under the Amended and Restated 2015 Plan. We have no equity awards outstanding other than stock options and restricted stock units.

Historic Use of Equity, Outstanding Awards and Dilution

The table below sets forth our historic use of equity with respect to both employees and non-employee directors in fiscal 2016, 2015 and 2014.

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Reasons for Seeking Stockholder Approval

Our Board of Directors believes that the ability to grant equity compensation has been, and will continue to be, essential to the Company’s ability to attract and retain the highest quality and highest performing employees and directors. Our Board also believes that equity compensation motivates our employees, including our executive officers, and our directors to contribute to the achievement of our corporate objectives and encourages the alignment of their interests with the interests of our stockholders. After a review of our historical practices and an estimation of the Company’s future growth, recruiting and retention needs, the Company believes that the availability of 1,260,000 additional shares of common stock under the Amended and Restated 2015 Plan would provide a sufficient number of shares to enable the Company to continue to make awards at historical average annual rates for at least the next two years. The Compensation Committee determined that reserving shares sufficient for at least two years of new awards at historical grant rates is in line with the practice of our peer public companies.

Summary of the Material Terms of the Amended and Restated 2015 Plan

The following summary describes the material terms of the Amended and Restated 2015 Plan and provides a general description of the U.S. federal income tax consequences applicable to certain transactions involving awards under the Amended and Restated 2015 Plan. The following description of certain features of the Amended and Restated 2015 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2015 Plan, which is filed asAppendix A to this proxy statement.

Plan Administration. The Amended and Restated 2015 Plan is administered by the Compensation Committee, which has the authority to, among other things, interpret the Amended and Restated 2015 Plan, determine eligibility for, grant and determine, modify or waive the terms and conditions of awards under the Amended and Restated 2015 Plan, and to do all things necessary or appropriate to carry out the purposes of the Amended and Restated 2015 Plan. The Compensation Committee’s determinations under the Amended and Restated 2015 Plan are conclusive and binding. The Compensation Committee may delegate certain of its duties, powers and responsibilities as it deems appropriate to one or more of its members, the Company’s officers or employees.

Term. No awards will be made after the tenth anniversary of the Amended and Restated 2015 Plan’s approval by our stockholders or Board of Directors, whichever is earlier, but previously granted awards may continue beyond that date in accordance with their terms.

Authorized Shares. Subject to adjustment, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the Amended and Restated 2015 Plan (the “Share Pool”) will be 3,260,000 shares. Any shares underlying awards that are settled in cash or that expire, become unexercisable, terminate or are forfeited or repurchased by the Company due to failure to vest will become available for re-issuance under the Amended and Restated 2015 Plan. Shares of our common stock that are withheld from 6,200,000a stock option or other award in payment of the exercise price or in satisfaction of the tax withholding obligations will not be available for re-issuance under the Amended and Restated 2015 Plan. In addition, the total number of shares covered by a SAR (or portion thereof) that is settled in stock will not be available for reissuance under the Amended and Restated 2015 Plan. Further, any shares repurchased on the open market with the proceeds received from a participant exercising a stock option will not be available for re-issuance under the Amended and Restated 2015 Plan. Each share subject to 7,900,000,a stock option or SAR will count against the Share Pool as one share of stock and each share subject to treatan award other than a stock option or SAR will count against the Share Pool as 1.80 shares of stock. Any shares that become available for re-issuance under the Amended and Restated 2015 Plan will be returned to the Share Pool at the rates described in the preceding sentence. Shares delivered under the Amended and Restated 2015 Plan may be authorized but unissued shares or previously issued shares of our common stock acquired by us.

Annual Individual Limits. The maximum number of shares for which stock options may be granted to any person in any fiscal year is 750,000 shares. The maximum number of shares for which SARs may be granted to

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any person in any fiscal year is 750,000 shares. The maximum number of shares subject to other awards that may be granted to any person in any fiscal year is 500,000 shares. The maximum amount that may be payable to any employee in any fiscal year in respect of any cash buybacksaward is $3,000,000.

Annual Non-Employee Director Limits.The maximum grant date fair value of awards under the Amended and Restated 2015 Plan that may be granted to any non-employee director of our Board of Directors in any fiscal year may not exceed $800,000. This limit does not apply to any award or shares of stock granted pursuant to a director’s election to receive an award or shares in lieu of cash retainers or other fees.

Eligibility. The Compensation Committee selects participants from among the key employees and directors of, consultants and advisors to, the Company and its affiliates. Eligibility for stock options intended to be incentive stock options (“ISOs”) and cash awards is limited to employees of the Company and certain affiliates. As of June 24, 2016, approximately 800 employees, nine directors and certain consultants and advisors would be eligible to participate in the Amended and Restated 2015 Plan. In the fiscal year ended March 31, 2016, only employees and directors were granted awards under the 2008 Plan. On June 24, 2016, the closing price of a share of our common stock was $100.37.

Types of Awards. The Amended and Restated 2015 Plan provides for grants of stock options, SARs, restricted and unrestricted stock and stock units, performance awards, other awards convertible into or otherwise based on shares of our stock and cash awards. Dividends and dividend equivalents may also be provided in connection with awards other than stock options and SARs under the Amended and Restated 2015 Plan. Awards may be settled in shares of our common stock, cash, property, other awards or a combination thereof.

Stock Options and SARs: The Amended and Restated 2015 Plan provides for the grant of ISOs, non-qualified stock options (“NSOs”), and SARs. The exercise price of an option, and the base price against which a SAR is to be measured, may not be less than the fair market value (or, in the case of an ISO granted to a ten percent stockholder, 110% of the fair market value) of a share of our common stock on the date of grant. The Compensation Committee determines when stock options or SARs become exercisable and the terms on which such awards remain exercisable. Stock options and SARs may have a maximum term of no more than ten years from the date of grant (or five years from the date of grant in the case of an ISO granted to a ten percent shareholder).

Restricted and Unrestricted Stock: A restricted stock award is an award of our common stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not met, while an unrestricted stock award is not subject to restrictions.

Stock Units: A stock unit award is an unfunded and unsecured promise, denominated in shares of our common stock, and entitles the participant to receive stock or cash measured by the value of the shares in the future. The delivery of common stock or cash under a stock unit may be subject to the satisfaction of performance or other vesting conditions.

Performance Awards: A performance share award is an award the vesting, settlement or exercisability of which is subject to specified performance criteria.

Cash Awards: A cash award is an award denominated in cash.

Vesting. The Compensation Committee has the authority to determine the vesting schedule applicable to each award, and to accelerate the vesting or exercisability of any award, provided that stock options, SARs, restricted stock, restricted stock units, and cash awards granted under the Amended and Restated 2015 Plan will be subject to a minimum vesting period of at least one year from the award grant date, subject to a carve-out for awards that in the aggregate do not exceed five percent of the total shares of our common stock reserved for issuance under the plan.

Termination of Employment or Service. The Compensation Committee determines the effect of termination of employment or service on an award. Unless otherwise provided by the Compensation Committee, upon a

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termination of employment or service, all unvested stock options and other unvested awards will be forfeited and all vested stock options and SARs will remain exercisable for the lesser of the remaining term of the award and 180 days in the case of a termination due to death or disability or 90 days in the case of termination of employment or service for any other reason.

Performance Criteria. The Amended and Restated 2015 Plan provides that grants of performance share awards may be made subject to achieving “performance criteria” over a specified performance period. Performance criteria with respect to those awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) are limited to an objectively determinable measure of performance relating to any, or any combination of, the following (measured either absolutely or by reference to an index or indices or the performance of one or more companies and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or equity expense, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital, capital employed or assets; one or more operating ratios; operating income or profit, including on an after tax basis; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; research and development expenditures; cash flow; margins; stock price; stockholder return; sales of particular products or services; product launches; new drug applications submitted; regulatory approvals; clinical trials; patent filings; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.

A performance criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Compensation Committee may provide, in the case of any award intended to qualify for such exception that one or more of the performance criteria applicable to an award will be adjusted in an objectively determinable manner to reflect events (for example, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, other unusual or infrequently occurring items and the cumulative effects of tax or accounting changes, each as defined by U.S. generally accepted accounting principles) occurring during the performance period of such award that affect the applicable performance criteria.

Transferability.Awards under the Amended and Restated 2015 Plan generally may not be transferred except by will or by the laws of descent and distribution. The Compensation Committee may permit the gratuitous transfer of awards other than ISOs.Transfers of awards for value are not permitted without stockholder approval.

Corporate Transactions.In the event of a consolidation, merger or similar transaction or series or related transactions, a sale or transfer of all or substantially all of the Company’s assets or a dissolution or liquidation of the Company (each, a “Covered Transaction”), the Compensation Committee may, among other things, provide for the continuation or assumption of outstanding awards, whenfor new grants in substitution of outstanding awards, for the accelerated vesting or delivery of shares of common stock under awards or for a cash out of outstanding awards, in each case on such terms and with such restrictions as it deems appropriate. Except as the Compensation Committee may otherwise determine, awards not assumed will terminate upon the consummation of such Covered Transaction. To the extent an outstanding award is cancelled upon the occurrence of a Change of Control (as defined in the Amended and Restated 2015 Plan), the Compensation Committee will give prior notice of cancellation and accelerate the exercisability and vesting of all such unexercised and unexpired awards so as to allow the holder of such an award to exercise, or be vested in, the award prior to such change of control.

Adjustment. In the event of certain corporate transactions (including, but not limited to, a stock dividend, stock split (or reverse stock split) or combination of shares, recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of Financial Accounting Standards Board (“FASB”) ASC Topic 718), the Compensation Committee will make appropriate adjustments to the maximum number of shares that may be delivered under and the individual limits included in the Amended and

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Restated 2015 Plan, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, the exercise, price exceedspurchase or prices of such awards or any other terms of awards affected by such change. The Compensation Committee may also make the types of adjustments described above to take into account distributions to stockholders and events other than those listed above if it determines that such adjustments are appropriate to avoid distortion in the operation of the Amended and Restated 2015 Plan.

Recoupment.Awards, shares and property received under the Amended and Restated 2015 Plan are subject to forfeiture, termination and rescission if the participant breaches any noncompetition, nonsolicitation, confidentiality or similar covenant with the Company or in accordance with any Company policy relating to the recovery of erroneously-paid incentive compensation.

Amendment and Termination. The Compensation Committee can amend the Amended and Restated 2015 Plan or outstanding awards issued under the Amended and Restated 2015 Plan, or terminate the Amended and Restated 2015 Plan as to future grants of awards, at any time except that the Compensation Committee will not be able to alter the terms of an award if it would affect materially and adversely a participant’s rights under the award without the participant’s consent (unless expressly reserved by the Compensation Committee at the time of grant). Stockholder approval will be required for any amendment to the extent such approval is required by law, including the Code or applicable stock exchange requirements.

U.S. Federal Income Tax Consequences under the Amended and Restated 2015 Plan

The following is a summary of some of the material U.S. federal income tax consequences associated with the grant and exercise of awards under the Amended and Restated 2015 Plan under current U.S. federal tax laws and certain other tax considerations associated with awards under the Amended and Restated 2015 Plan as of the date hereof. The summary does not address tax rates or non-U.S. or U.S. state or local tax consequences, nor does it address employment-tax or other U.S. federal tax consequences, except as noted.

ISOs. In general, a participant realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a tax deduction to the Company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, generally any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which the Company is not entitled to a deduction.

NSOs. In general, a participant has no taxable income upon the grant of an NSO but realizes taxable income in connection with exercise of the option in an amount equal to the excess (at time of exercise) of the fair market value of the underlying stockshares acquired upon exercise over the exercise price. A corresponding tax deduction is generally available to the Company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as repricing events requiring stockholder approval, anda capital gain or loss for which the Company is not entitled to require the actual consummationa deduction.

SARs. The grant of a transactionSAR does not itself result in taxable income to meeta participant, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the definitionamount of any cash and the fair market value of any stock or other property received. A corresponding tax deduction is generally available to the Company at that time.

Restricted Stock. A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have taxable income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the

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purchase price, if any, and a corresponding tax deduction is generally available to the Company in the same year that the participant recognizes ordinary income. However, a participant may make an election under Section 83(b) of the Code (“83(b) election”) to be taxed on restricted stock when it is acquired rather than later, when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding tax deduction will generally be available to the Company in the same year that the participant recognizes ordinary income. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the Amended and Restated 2015 Plan, the holding period in the shares begins just after the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

Unrestricted Stock.A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at the time of such purchase or award, as applicable, over the purchase price, if any, and a corresponding tax deduction is generally available to the Company in the same year that the participant recognizes ordinary income. A participant who purchases or is awarded restricted stock has income as described in the preceding paragraph.

Restricted Stock Units. The grant of a restricted stock unit does not itself generally result in taxable income. Participants are generally taxed upon settlement (and a corresponding tax deduction is generally available to the Company) of a restricted stock unit, unless he or she has made a proper election to defer the receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

Section 162(m). Stock options, SARs and certain performance awards under the Amended and Restated 2015 Plan are generally intended to be exempt or eligible for exemption from the deductibility limits of Section 162(m). However, as discussed above in “Reasons for Seeking Stockholder Approval,” the Committee will have discretionary authority to provide compensation that is not exempt from the limits on deductibility under Section 162(m).

Certain Change of Control Payments. Under Section 280G of the Code, the vesting or accelerated exercisability of stock options or the vesting and payments of other awards in connection with a change of control (as definedof a corporation may be required to be valued and taken into account in our 2008 Stock Incentive Plan).determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If our stockholders do not approvethese limits are exceeded, a substantial portion of amounts payable to the amendments, our 2008 Stock Incentiveparticipant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to the Company.

Amended and Restated 2015 Plan will remain in effectBenefits

The Compensation Committee has full discretion to determine the number and amount of awards to be granted to participants under the Amended and Restated 2015 Plan, subject to the limits described above under “Annual Individual Limits” and “Annual Non-Employee Director Limits” and the total number of shares that may be issued pursuant to awards granted under our 2008 Stock Incentive Plan will remain at 6,200,000, and neither the list of actions treated as repricing nor the definition of change of control will be modified. These amounts are in addition to certain possible additional shares available under the 2008 Stock Incentive Plan based on awards available for grant under our prior stock incentive plans, as described further below. Approvalother terms of the amendments to our 2008 Stock Incentive Plan requires the affirmative vote of a majority of the votes cast by holders of our common stock entitled to vote thereon, providedAmended and Restated 2015 Plan. Therefore, future benefits or amounts that a quorum is present.

Reasons underlying Proposal No. 3

We are submitting Proposal No. 3 for stockholder approval to ensure that we will have a sufficient number of shares available under our 2008 Stock Incentive Plan to enable us to attract and retain executive officers, outside directors and other key employees in a fashion that our Board of Directors believes is beneficial to our firm and its stockholders, as well as to implement changes which our Board of Directors believe to be consistent with good governance practices. As of March 31, 2014:

Stockholder approval of the amendments to our 2008 Stock Incentive Plan has certain tax benefits. Our 2008 Stock Incentive Plan allows us to award “incentive stock options,” which receive favorable tax treatment under the tax code. Future stock option grants under our 2008 Stock Incentive Plan cannot qualify as incentive stock options unless the increase is approved by our stockholders.

Additionally, our 2008 Stock Incentive Plan is also specifically designed to preserve our ability to deduct the compensation we pay certain executive officers for income tax purposes. Section 162(m) of the Internal Revenue Code generally prevents us from deducting more than $1.0 million in compensation each year for our chief executive officer and each of our three most highly compensated executive officers other than the chief executive officer or chief financial officer. Compensation treated as “qualified performance-based compensation” under Section 162(m) is not subject todeterminable at this limitation. Awards granted under our 2008 Stock Incentive Plan may be treated as “qualified performance-based compensation” only if the plan is approved by a majority vote of our stockholders.

Finally, as an issuer listed on the Nasdaq Global Market, we are required by the rules of the Nasdaq Stock Market to obtain stockholder approval of any stock option or purchase plan or other equity compensationtime.

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arrangement under which our officers, directors, employees or consultants may acquire shares of our common stock, prior to our issuance of securities under such a plan.Required Vote

Our Board of Directors recommends that you voteFOR the amendmentsproposal to our 2008 Stock Incentive Plan.

Summaryapprove the adoption of our 2008 Stock Incentivethe Amended and Restated 2015 Plan.

The following isaffirmative vote of a summary of certainmajority of the key provisions of our 2008 Stock Incentive Plan, as proposed to be amended. The full text of our 2008 Stock Incentive Plan, as proposed to be amended,votes properly cast (in person or by proxy) is set forth in Appendix A.

Purpose of our 2008 Stock Incentive Plan

The purpose of our 2008 Stock Incentive Plan is to encourage and enable our officers, directors, employees and other persons providing services to us to acquire a proprietary interest in our company. It is anticipated that providing such persons with a direct stake in our welfare will assure a closer identification of their interests with our interests and those of our stockholders, thereby stimulating their efforts on our behalf and strengthening their desire to remain associated with us. Our 2008 Stock Incentive Plan was originally adopted by our Board of Directors on July 9, 2008 and approved by our stockholders at our Annual Meeting of Stockholders held on August 13, 2008. It was amended by our Board of Directors on July 8, 2009 and approved by our stockholders at our Annual Meeting of Stockholders on August 12, 2009. On July 8, 2010, our Board of Directors further amended our 2008 Stock Incentive Plan. This amendment was approved by our stockholders on August 11, 2010. Our 2008 Stock Incentive Plan was further amended by our Board of Directors on May 22, 2012, and this amendment was approved by our stockholders on August 8, 2012.

Types of awards authorized by our 2008 Stock Incentive Plan

Our 2008 Stock Incentive Plan authorizes the grantrequired for approval of the following types of incentiveAmended and performance awards to our officers, employees,Restated 2015 Plan. Abstentions and other persons providing services to us or our subsidiaries:

As of March 31, 2014, six directors (excluding Mr. Minogue, who is also an executive officer), six executive officers and approximately 505 non-executive officer employees were eligible to participate in the 2008 Stock Incentive Plan.

Shares subject to our 2008 Stock Incentive Plan

All of the shares that may be issued under our 2008 Stock Incentive Plan or by which awards granted under the plan are measured are shares of our authorized but unissued common stock. The maximum number of sharesoutcome.

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issuable under our 2008 Stock Incentive Plan is currently 6,200,000 (counted as further described below), which, if the amendments are approved, will be increased to 7,900,000. The plan automatically increases this maximum, but not by more than a total of 4,500,000 additional shares, as follows:

Each share of stock issued pursuant to a stock option or stock appreciation right counts as one share against the maximum number of shares issuable under our 2008 Stock Incentive Plan, while each share of stock issued pursuant to any other type of award counts as 1.5 shares against the maximum number of shares issuable under the plan for awards issued prior to August 11, 2010 and as 1.58 shares against the maximum number of shares issuable under the plan for awards other than stock options or stock appreciation rights issued on or after August 11, 2010. This is referred to as the fungibility ratio. The plan adjusts the maximum number of shares if we effect a capital readjustment or pay a stock dividend without receiving compensation in return. Whenever any outstanding award under the plan expires or terminates other than by exercise or payment (with the exception of any shares used to pay the exercise price of a stock option or to pay withholding taxes with respect to an award under the plan), the corresponding shares of common stock may again be the subject of plan awards. However, shares used to pay the exercise price of a stock option, shares used to pay withholding taxes, and shares subject to stock appreciation rights that are not issued upon the exercise of such stock appreciation rights are not available for future plan awards. Our 2008 Stock Incentive Plan authorizes awards of up to an aggregate of 300,000 shares of common stock to any one participant per year.

The last sale price of our common stock on June 27, 2014, as reported on the Nasdaq Global Market, was $24.60 per share.

Administration of our 2008 Stock Incentive Plan

Our 2008 Stock Incentive Plan is administered by the Compensation Committee of our Board of Directors, all of whose members qualify both as “non-employee directors” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934 and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code. In addition, the Compensation Committee may establish a Special Stock Option Committee that may grant stock option awards to non-executive officers and make all other determinations under the 2008 Stock Incentive Plan with respect to such awards. The Board of Directors has established such a Committee, consisting of Mr. Minogue who acts in such capacity after consultation with our Vice President, Chief Financial Officer and Treasurer, Mr. Robert L. Bowen and our Chief Operating Officer, Mr. David M. Weber.

The Compensation Committee or the Special Stock Option Committee selects the individuals who receive awards and determines the terms of each award, subject to the provisions of our 2008 Stock Incentive Plan. The Compensation Committee also has the power to make changes to outstanding awards under our 2008 Stock Incentive Plan, including the power to accelerate the vesting schedule of any award and to extend the expiration date of any option or stock appreciation right. However, the Compensation Committee does not have authority to reduce the exercise price of any stock option or stock appreciation right after the date of grant.

Upon granting an award under our 2008 Stock Incentive Plan, the Compensation Committee may require the award recipient to agree to enter into a standard “lock-up agreement,” which would prevent the recipient from disposing of any shares issued under the award for a period of not more than 215 days following the effective date of our registering any of our securities with the Securities and Exchange Commission.

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Stock Options

Our 2008 Stock Incentive Plan authorizes the grant of options to purchase our common stock intended to qualify as incentive stock options, as defined in Section 422 of the Internal Revenue Code, and options that do not so qualify, which are non-statutory options. Incentive options may be granted under our 2008 Stock Incentive Plan to our employees or the employees of any of our subsidiaries, including directors and officers who are our employees or employees of any of our subsidiaries. Non-statutory options may be granted under our 2008 Stock Incentive Plan to our employees, or any employees of our subsidiaries, and to directors, consultants and other persons who render services to us or our subsidiaries, regardless of whether they are our employees or employees of any subsidiary.

The exercise price of any option granted under our 2008 Stock Incentive Plan must equal or exceed the fair market value of our common stock on the date of grant. The exercise price of incentive options granted under our 2008 Stock Incentive Plan to a person who owns more than 10% of the combined voting power of all classes of our outstanding capital stock or the capital stock of any of our subsidiaries, referred to as a greater-than-ten-percent stockholder, must equal or exceed 110% of the fair market value of our common stock on the date of grant.

Each option expires no later than ten years after the date of grant or, in the case of an incentive option granted to a greater-than-ten-percent stockholder, five years after the date of grant. The aggregate fair market value, at the time of grant, of shares issuable pursuant to incentive options that are exercisable for the first time in any calendar year may not exceed $100,000, unless a greater amount is permitted by law.

Except as otherwise provided by our Compensation Committee with respect to non-statutory options, stock options are not transferable except by will or by laws of descent and distribution, and during the holder’s lifetime are exercisable only by the holder. Our Compensation Committee determines, in its discretion, how and when non-statutory options will terminate. Incentive stock options will terminate as follows:

The holder of an option may pay the exercise price for the shares subject to the option (a) in cash or by bank check in an amount equal to the exercise price for such shares, or (b) to the extent provided in the applicable agreement setting forth the terms and conditions of the option, by any one or more of the following: (i) in shares of our common stock having a fair market value equal to the aggregate exercise price of the option being

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exercised, (ii) by delivery of irrevocable instructions to a broker to deliver to us cash or a check payable to us for the aggregate exercise price, provided that the holder and the broker enter into an indemnity agreement or any other agreement that our Compensation Committee requires as a prerequisite to this method of payment, (iii) by reducing the number of shares that would otherwise be issued upon option exercise by a number of shares of common stock having a fair market value equal to the aggregate exercise price of the option being exercised, or (iv) by any combination of such methods of payment.

Restricted Stock Awards

The Compensation Committee may grant awards of restricted stock on the terms and conditions, and subject to the restrictions it designates in an award agreement. The recipient of a restricted stock award is issued shares of our common stock subject to the forfeiture, transferability and other restrictions, if any, set forth in our 2008 Stock Incentive Plan and the award agreement. The forfeiture and transferability restrictions are removed as the award vests based on a predetermined period provided in the award agreement, or based on pre-established performance goals, objectives and other conditions provided in the award agreement.

A recipient of a restricted stock award acquires all of the rights of a holder of our common stock with respect to the restricted shares issued pursuant to the award, whether vested or not, including the right to vote and to receive dividends. However, we may hold certificates representing the recipient’s restricted shares until all applicable restrictions lapse or are released. The recipient must forfeit all unvested restricted shares when the recipient’s employment with or provision of services to us terminates for any reason. Our Compensation Committee may waive any terms and conditions set forth in any restricted stock award agreement, subject to the terms of our 2008 Stock Incentive Plan.

Unrestricted Stock Awards

Our Compensation Committee may also grant awards of unrestricted stock, which are free of any restrictions under the 2008 Stock Incentive Plan. These may be granted or sold at a purchase price determined by our Compensation Committee, including in respect of past services or other valid consideration.

Performance Share Awards

Our Compensation Committee may grant a performance share award to any of our officers, directors, employees, or other persons providing services to us. Our Compensation Committee may determine whether and to whom performance share awards may be made, the periods during which the performance is to be measured and any other limitations and conditions applicable to the award, or to common stock issuable under the award. If the recipient of a performance share award attains the performance goals described in the performance share award agreement, we will issue the common stock to the participant as soon as practicable thereafter, but in no event later than two and one-half months after the calendar year in which the performance goal is attained.

Stock Appreciation Rights

Our Compensation Committee may grant stock appreciation rights to any of our officers, directors, employees, or other persons providing services to us. A stock appreciation right entitles the recipient, upon exercise of the rights, to receive from us a number of shares of our common stock having an aggregate fair market value equal to the difference in the fair market value of the stock on the exercise date and the exercise price stated in the right agreement provided to the participant by our Compensation Committee (which exercise price will equal or exceed the fair market value of our common stock on the date of grant of the right). Each stock appreciation right expires no later than ten years after the date of grant.

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Repricing Prohibited without Stockholder Approval

Our 2008 Stock Incentive Plan prohibits the repricing of outstanding awards without prior stockholder approval. Repricing events include amendment of the exercise price, cancellation and regrant, exchange, or any other means of decreasing the exercise price of an outstanding award, except with respect to certain adjustments in connection with changes in our capital structure. If the amendments are approved, cancelling an option at a time when its exercise price exceeds the fair market value of the underlying stock, in exchange for cash, will also be treated as a repricing event requiring stockholder approval, unless the cancellation and exchange occurs in connection with a merger, consolidation, or other similar corporate transaction.

Change of Control

In the event of a change of control (as defined in our 2008 Stock Incentive Plan and described below), the following actions may be taken with respect to outstanding awards: (i) the Compensation Committee may accelerate the vesting of outstanding awards and waive any or all conditions and restrictions on such awards; (ii) upon prior written notice to each holder, the Compensation Committee may cancel all outstanding awards, provided that the exercisability of each award has been accelerated such that each holder has the right to exercise such award during the 10 days prior to the change of control; and (iii) after the change of control, each exercising holder will be entitled to receive (in lieu of our stock) the stock, cash, or other consideration received by our stockholders in connection with the change of control. A change of control generally means (i) the acquisition by a person or entity of 50% of our combined voting power, (ii) stockholder approval of a merger or consolidation immediately after which our stockholders cease to own more than 50% of the combined voting power of the Company or the surviving entity, and (iii) stockholder approval of a plan of liquidation or an agreement for the sale or disposition of all or substantially all of the Company’s assets. If the amendments are approved, an event described in (ii) above will only trigger a change of control if the transaction is actually consummated.

Amendment of our 2008 Stock Incentive Plan

According to the terms of our 2008 Stock Incentive Plan, our Board of Directors may amend or discontinue the 2008 Stock Incentive Plan at any time.

Federal Income Tax Information with Respect to our 2008 Stock Incentive Plan

Non-Statutory Options. The holder of a non-statutory option recognizes no income for federal tax purposes on the grant of the option. On the exercise of a non-statutory option, the difference between the fair market value of the underlying shares of common stock on the exercise date and the option exercise price is treated as compensation to the holder of the option taxable as ordinary income in the year of exercise. Such fair market value becomes the basis for the underlying shares which will be used in computing any capital gain or loss upon disposition of such shares. The capital gain or loss will be long-term capital gain or loss if the shares were held for more than one year after the exercise of the option.

Incentive Options. The holder of an incentive option recognizes no income for federal income tax purposes on the grant of the option. Except as provided below with respect to the alternative minimum tax, there is no tax upon exercise of an incentive option. If the holder does not dispose of the shares acquired upon exercise of the incentive option within two years from the date of the grant of the incentive option or within one year after exercise of the incentive option, any gain realized by the option holder on the subsequent sale of those shares will be treated as long-term capital gain for federal income tax purposes. If the holder sells the shares before the expiration of such two-year and one-year periods, known as a disqualifying disposition, the difference between the lesser of the value of the shares at the date of exercise or at the date of sale and the exercise price of the incentive option will be treated as compensation to the option holder taxable as ordinary income and the excess gain, if any, will be treated as capital gain. The capital gain will be long-term capital gain if the shares were held for more than one year after the exercise of the option.

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The excess of the fair market value of the underlying shares of common stock over the exercise price at the time of exercise of an incentive option will constitute an item of tax preference for purposes of the alternative minimum tax. Taxpayers who will incur the alternative minimum tax will be allowed a credit which may be carried forward indefinitely to be used as a credit against the taxpayer’s regular tax liability in a later year; however, the alternative minimum tax credit cannot reduce the regular tax below the alternative minimum tax for that carryover year.

Restricted Stock Awards. The recipient of a restricted stock award usually recognizes ordinary income only as the shares of restricted stock issued in connection with the award vest. Upon vesting, the recipient recognizes ordinary income in an amount equal to the excess, if any, of the fair market value of the vested shares at the time of vesting over any amount paid by the recipient for the vested shares. Upon the subsequent resale of such vested shares, the recipient will recognize capital gain or loss, as the case may be, in an amount equal to the difference between the amount the recipient receives in exchange for the vested shares and the fair market value of the vested shares at the time of vesting. The gain or loss will be long-term capital gain or loss, if more than one year has passed since the shares vested.

However, the recipient of a restricted stock award may elect to recognize ordinary income upon the receipt, not the vesting, of shares of restricted stock in connection with the award in accordance with Section 83(b) of the Internal Revenue Code. In this case, the recipient recognizes ordinary income in an amount equal to the excess, if any, of the fair market value of the shares at the time the recipient received the shares over the amount the recipient paid for the shares. Upon the subsequent resale of such vested shares, the recipient will recognize capital gain or loss, as the case may be, in an amount equal to the difference between the amount the recipient receives in exchange for the vested shares and the fair market value of the vested shares at the time the recipient received the shares. The gain or loss will be long-term capital gain or loss, if at the time of such resale more than one year has passed since the recipient received the shares.

Unrestricted Stock Awards. The recipient of an unrestricted stock award will recognize as ordinary income the difference between the fair market value of the common stock granted pursuant to the unrestricted stock award and the amount, if any, the recipient paid for such stock in the taxable year the recipient receives the common stock. The recipient’s basis in any common stock received pursuant to the grant of an unrestricted stock award will be equal to the fair market value of the common stock on the date of receipt of the common stock. Any gain realized by the recipient of an unrestricted stock award upon a subsequent disposition of such common stock will be treated as long-term capital gain, if at the time of such disposition more than one year has passed since the recipient received the shares.

Performance Share Awards. The recipient of a performance share award recognizes no income until the recipient receives shares of our common stock in connection with the award. Upon the receipt of shares, the recipient recognizes ordinary income in an amount equal to the fair market value of the common stock issued pursuant to the award. The recipient’s basis in common stock received pursuant to a performance share award will be equal to the fair market value of the common stock on the date of receipt of the common stock. Any gain realized by the recipient of a performance share award upon a subsequent disposition of such common stock will be treated as long-term capital gain if at the time of such disposition more than one year has passed since the recipient received the shares.

Stock Appreciation Rights. The recipient of a stock appreciation right recognizes no income for federal tax purposes on the grant of the stock appreciation right. Upon the receipt of shares issued upon exercise of a stock appreciation right, the recipient recognizes ordinary income in an amount equal to the fair market value of the common stock issued pursuant to the award. The recipient’s basis in common stock received pursuant to a stock appreciation right will be equal to the fair market value of the common stock on the date of receipt of the common stock. Any gain realized by the recipient of a stock appreciation right upon a subsequent disposition of such common stock will be treated as long-term capital gain, if at the time of such disposition more than one year has passed since the recipient received the shares. If the recipient of a stock appreciation right does not exercise

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the right, the excess of the fair market value of our common stock on the last day of the term of the stock appreciation right over the exercise price of the stock appreciation right, if any, multiplied by the number of shares of common stock subject to the stock appreciation right, is treated as compensation to the recipient and is taxable as ordinary income in the year the stock appreciation right lapses.

Subject to certain limitations, we may generally deduct on our corporate income tax returns an amount equal to the amount recognized as ordinary income by a recipient of an award under our 2008 Stock Incentive Plan in the year in which the recipient recognizes ordinary income upon the exercise of a non-statutory stock option, the disqualifying disposition of an incentive stock option, the receipt or vesting of shares of stock in connection with a restricted stock award, or the receipt of shares of stock in connection with an unrestricted stock award, a performance share award or a stock appreciation right.

Section 162(m) of the Internal Revenue Code generally prevents us from deducting more than $1.0 million in compensation each year for our chief executive officer and each of our three most highly compensated executive officers other than the chief executive officer or chief financial officer. Performance-based compensation that meets criteria established by the Internal Revenue Service, however, is not subject to this limitation. Some of the awards that we grant under our 2008 Stock Incentive Plan may not qualify as such performance-based compensation. Accordingly, we may be unable to deduct some or all of the amounts that may be recognized as ordinary income by these executive officers.

Our 2008 Stock Incentive Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, nor is the 2008 Stock Incentive Plan qualified under Section 401(a) of the Internal Revenue Code.

New Plan Benefits

Except as described below, the following table sets forth information concerning the benefits or amounts under our 2008 Stock Incentive Plan, amended as set forth in Proposal No. 3, that we can determine will be received by:

The equity grants we made to our named executive officers during fiscal 2014 are described elsewhere in this proxy statement.

Because the grant of awards under the plan is discretionary, the persons and groups listed in the following table may receive additional awards under our 2008 Stock Incentive Plan. Our 2008 Stock Incentive Plan limits the number of shares of common stock subject to awards granted under the plan to a single recipient in any calendar year to 300,000.

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New Plan Benefits

Our 2008 Stock Incentive Plan

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PROPOSAL NO. 4

RATIFICATION OF APPOINTMENT OF OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal No. 4 concerns the ratification of the appointment by our Audit Committee of Deloitte & Touche LLP to be our independent registered public accounting firm for the fiscal year ending March 31, 2015.

Under rules of the Securities and Exchange Commission or SEC, and the Nasdaq Stock Market, the appointment of our independent registered public accounting firm is the direct responsibility of our Audit Committee. Although ratification by our stockholders of this appointment is not required by law, our Board of Directors believes that seeking stockholder ratification is a good practice, which provides stockholders an avenue to express their views on this important matter.

Our Audit Committee, comprising solely independent directors, has reappointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015.2017. Our Board of Directors recommends that stockholders vote to ratify the appointment. If our stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee may reconsider its decision. In any case, the Audit Committee may, in its discretion, appoint a new independent registered public accounting firm at any time during the year if it believes that such a change would be in our best interest and the best interest of ourthe Company and its stockholders.

We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting. They will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions from stockholders.

Our Board of Directors recommends that you voteFOR the proposal to ratify the appointment by our Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal 2015.year ending March 31, 2017.

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EXECUTIVE OFFICERS AND DIRECTORS

OurAs of June 30, 2016, our executive officers and directors as of July 10, 2014 are as follows:

Our Board of Directors is divided into three classes. The term of one class of directors expires each year at our annual meetingAnnual Meeting of stockholders.Stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. Ms. Puhy, Mr. Thomas and Mr. ThomasVan Gorder currently serve as Class I directors; their term of office expires in 2014. Messrs. Lataif2017. Dr. Rose, Ms. Rivet and Mr. Termeer currently serve as Class II directors; their term of office expires in 2015.2018. Dr. Austen and Messrs. Minogue and Sutter currently serve as Class III directors; their term of office expires in 2016. at the 2016 Annual Meeting.

Our executive officers are electedappointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among our directors and executive officers.

Mr.Michael R. Minogue has served as our Chief Executive Officer, President and a director since April 2004. In June 2005, he was appointed Chairman of our Board of Directors. Prior to joining us, Mr. Minogue had a twelve-year career at General Electric, or GE. Most recently, Mr. Minogue was Vice President and General Manager of Americas Sales and Marketing for GE Medical Systems Information Technology. From 1997 to 2004, Mr. Minogue held various positions at GE, including General Manager for the Global Positron Emission Technology Business, General Manager, Americas Cardiology & IT Sales and General Manager, Global Installed Base. Prior to joining GE, Mr. Minogue served on active duty for four years as an infantry officer in the U.S. Army and received multiple awards. Mr. Minogue received his Bachelor of Science in Engineering Management from the United States Military Academy at West Point and his Master of Business Administration from the University of Chicago. Mr. Minogue currently serves on the Board of Directors of the Advanced Medical Technology Association or AdvaMed.and also serves as a Manager on the Board of Managers of Bioventus LLC, a strategic partnership between Essex Woodlands and Smith & Nephew plc, a global medical technology business based in the United Kingdom. Mr. Minogue is also the Chair of the Board of Directors of the Medical Device Innovation Consortium, a public-private partnership created with the objective of advancing medical device regulatory science. He was formerly our designee on the Board of Directors of World Heart Corporation, and was

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formerly on the Board of Directors of LifeCell Corporation, which was acquired by Kinetic Concepts, Inc. in May 2008. We believe that Mr. Minogue’s leadership position at our company,Company, his management abilities and experience, and his extensive knowledge of our industry gained from his senior executive roles at GE qualify him to serve as a member of our Board of Directors.

Dr. W. Gerald Austen has served as a director since May 1985. Dr. Austen has served as the chair of the Massachusetts General Hospital Chief’s Counsel since 1992. From 1974 to 2011, he was the Edward D. Churchill Professor of Surgery at Harvard Medical School and at Massachusetts General Hospital. In 2011, he was named the Edward D. Churchill Distinguished Professor of Surgery at Harvard Medical School and at

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Massachusetts General Hospital. From 1969 to 1997, Dr. Austen was chief of the surgical services at Massachusetts General Hospital. Dr. Austen is the former President of the American College of Surgeons, the American Association for Thoracic Surgery, the American Surgical Association and the Massachusetts and American Heart Associations. Dr. Austen is a member emeritus of the Institute of Medicine of the National Academy of Sciences, a fellow of the American Academy of Arts and Sciences, a life member emeritus of the corporation of the Massachusetts Institute of Technology, or MIT, and Chairman emeritus of the board of trustees of the John S. and James L. Knight Foundation. Dr. Austen received his Bachelor of Science from MIT and his Doctor of Medicine from Harvard Medical School. We believe that Dr. Austen’s long and distinguished career as a surgeon, his significant professional expertise and background in medical and technical issues and his extensive experience in our industry and with our company qualifies him to serve as a member of our Board of Directors.

Mr. Louis E. LataifMs. has served as a director since September 2005. From 1991 through 2010, Mr. Lataif served as Dean of the Boston University School of Management. Prior to joining Boston University in 1991, Mr. Lataif worked with Ford Motor Company for more than 27 years and retired as a corporate officer. He also served as President of Ford of Europe, with extensive global experience. He earned a Bachelor of Science from Boston University and his Master of Business Administration from Harvard University. In addition, he holds three honorary doctoral degrees. Mr. Lataif is a trustee of the Iacocca Foundation, a board member of Interaudi Bank and a member of the Cannon Design International Advisory Board. We believe that Mr. Lataif’s extensive experience as a corporate officer of a Fortune 500 company as well as his expertise in corporate management practices qualifies him to serve as a member of our Board of Directors.

Ms. Dorothy E. Puhy has served as a director since August 2003 and as our Lead Director since October 2005. Ms. Puhy has served as Executive Vice President and Chief Operating Officer for the Dana-Farber Cancer Institute since 2012. Ms. Puhy previously served as the Chief Financial Officer of Dana-Farber Cancer Institute from 1994 to 2012 and as its Assistant Treasurer from 1995 to 2012. From 1985 to 1994, Ms. Puhy held various financial positions at the New England Medical Center Hospitals, Inc., including Chief Financial Officer from 1989 to 1994.1994, Ms. Puhy is also a director of Eaton Vance Corp. Ms. Puhy received her Bachelor of Arts from the University of Pennsylvania and her Master of Business Administration from the Wharton School of Business at the University of Pennsylvania. We believe that Ms. Puhy’s extensive industry knowledge, her financial acumen, her executive level experience at a major medical research institute and her extensive industry knowledge qualify her to serve as a member of our Board of Directors.

Ms. Jeannine M. Rivet has served as a director since February 2016. Ms. Rivet has served as the Executive Vice President of UnitedHealth Group since 2001. Previously at UnitedHealth Group, she served as Chief Executive Officer of UnitedHealth from 1998 to 2001, Chief Executive Officer of Ingenix from 2001 to 2003 and Chief Executive Officer of Optum from December 2003 to 2005. She currently serves as an advisory board member to Solutran, a customized treasury management company, and was a member of the board of Schwan Food Company from 2000 to April 2016. Ms. Rivet received a Bachelor of Science in Nursing from Boston College and a Master’s Degree in Public Health from Boston University. She also worked as a registered nurse for several years prior to entering the managed care business. We believe that Ms. Rivet’s extensive knowledge of the managed care business, her direct healthcare experience, her executive level experience and her management abilities and experience qualify her to serve as a member of our Board of Directors.

Dr.Eric A. Rose has served as a director since August 2014 and previously served as a director from May 2007 to January 2012. Since March 2007, Dr. Rose has been serving as Executive Vice President for Life Sciences at MacAndrews & Forbes and Chief Executive Officer and Chairman of the Board of Siga Technologies, Inc., a developer of anti-viral drugs directed at potential agents of bioterror that filed voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in September 2014 and exited from bankruptcy protection in April 2016. Dr. Rose chaired the Department of Health Evidence & Policy at the Mount Sinai School of Medicine from 2008 to 2012, which he now serves as professor. From 1994 to 2007, he was Surgeon-in-Chief at New York-Presbyterian Hospital/Columbia and Chairman of the Department of Surgery at the Columbia University College of Physicians and Surgeons. A heart surgeon, researcher and entrepreneur, Dr. Rose has helped grow Columbia’s Department of Surgery over the past 25 years while investigating, managing and developing complex medical technologies such as technologies for heart transplantation and new approaches to Alzheimer’s disease and bioterrorism. He has authored or co-authored more than 300 scientific publications and has received more than $25 million in NIH support for his research. Dr. Rose pioneered heart transplantation in children, performing the first successful pediatric heart transplant in 1984, and has investigated many alternatives to heart transplantation, including cross-species transplantation and man-made heart pumps. Dr. Rose received both his undergraduate and medical degrees from Columbia University. We believe that Dr. Rose’s distinguished work as a heart surgeon and researcher, his work as an entrepreneur in our industry and his executive level industry experience qualify him to serve as a member of our Board of Directors.

Mr.Martin P. Sutterhas served as a director since May 2008. Since 1994, Mr. Sutter has been a managing directorManaging Director of Essex Woodlands Health Ventures, a healthcare focused growth equity firm he co-founded. Mr. Sutter has more than 30 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter currently serves on the Board of Directors of QSpex Technologies, Inc., a manufacturer of prescription spectacle lenses, and on the Board of Managers of Bioventus LLC, a strategic partnership between Essex Woodlands and Smith & Nephew plc, a global medical technology business based in the United Kingdom.

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Mr. Sutter holds a Bachelors of Science from Louisiana State University and a Masters of Business Administration from the University of Houston. We believe that Mr. Sutter’s in depthin-depth knowledge of the medical device industry, his skills as an investor in developing medical device companies, his extensive board experience, his work as a successful healthcare investor and his position as a representative of a large stockholder in our companyCompany qualify him to serve as a member of our Board of Directors.

Mr.Henri A. Termeer has served as a director since May 1987. Prior to Genzyme Corporation’s acquisition in April 2011 by Sanofi,Sanofi-Aventis, Mr. Termeer had been the President and a director of Genzyme Corporation since 1983, its Chief Executive Officer since 1985 and its Chairman since 1988. Mr. Termeer is a member of the Board of Directors of theMassachusetts General Hospital, Partners HealthCare and Massachusetts Institute of Technology Massachusetts General Hospital and Partners HealthCare.(“MIT”), where he sits on MIT’s Executive Committee. Mr. Termeer is a member of the Board of Fellows of Harvard Medical School. He is also the Chairman of the Board of Aveo Pharmaceuticals anda member of the Board of Directors of Aveo Pharmaceuticals, Verastem, Inc., Moderna Therapeutics and ProQR Therapeutics. Mr. Termeer served on the Board of Allergan Inc.from January 2014 to April 2015. Mr. Termeer served as the Deputy Chairman of the Federal Reserve Bank of Boston from 2007 to 2009 and as its Chairman from 2010 through the end of 2011. Mr. Termeer studied economics at the Economische Hogeschool at Erasmus University in Thethe Netherlands and received his Master of Business

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Administration from the Darden School of Business at the University of Virginia. We believe that Mr. Termeer’s senior executive experience managing and developing a major public biotechnology company, his management expertise and his deep industry experience qualify him to serve as a member of our Board of Directors.

Mr. Paul G. Thomas has served as a director since May 2011. Mr. Thomas has been the Chief Executive Officer of Roka Bioscience, Inc. since September 2009. Previously he served as Chairman, Chief Executive Officer, and President of LifeCell Corporation from October 1998 until August 2008. Prior to joining LifeCell, Mr. Thomas held various senior positions during a 15-year tenure with the Pharmaceutical Products division of Ohmeda Inc. Mr. Thomas currently serves on the Board of Directors of Aegerion Pharmaceuticals, Inc. and was a member of the Board of Directors of Orthovita, Inc. until its sale in June 2011 to Stryker Corporation. Mr. Thomas received his Bachelor of Science in Chemistry from St. Michael’s College, his Master of Business Administration from Columbia University, and completed his postgraduate studies in chemistry at the University of Georgia. We believe that Mr. Thomas’ extensive leadership experience with companies in the life sciences industry qualifies him to serve as a member of our Board of Directors.

Mr. Christopher D. Van Gorder has served as a director since February 2016. Since 2000, Mr. Van Gorder has been president and Chief Executive Officer of Scripps Health, where he oversees all functions of the integrated health system. Mr. Van Gorder currently is a clinical professor of health practice at the University of Southern California Price School of Public Policy, where he also serves on the Board of Councilors. He also is a member of the board of directors of the California Hospital Association. Previously, Mr. Van Gorder served on the Board of Governors for the American College of Healthcare Executives from 2007 to 2012. Mr. Van Gorder received his undergraduate degree from California State University, Los Angeles, and a master’s degree in public administration/health services administration at the University of Southern California. He has also completed the Chief Executive Officer Program at the Wharton School of Business at the University of Pennsylvania. We believe that Mr. Van Gorder’s experience as a business leader, his expertise in the healthcare field and his executive level industry experience qualify him to serve as a member of our Board of Directors.

Our executive officers who are not also directors are listed below:

Mr. Robert L. BowenMichael J. Tomsicek joined us in December 2008was appointed as our Vice President, Chief Financial Officer and Treasurer.Treasurer in May 2015, effective July 15, 2015. From December 2005March 2013 until November 2008,January 2015, Mr. Bowen wasTomsicek served as Senior Vice President and Chief Financial Officer of GSI Group, a supplier of lasers, laser systems and precision motion technologies.Cubist Pharmaceuticals, Inc. (“Cubist”). From November 2003 to December 2005,July 2012 until March 2013, Mr. Bowen was an independent consultant and co-founder of Graystone Capital Partners LLC. From December 2000 to October 2003, Mr. Bowen wasTomsicek served as Senior Vice President and Deputy Financial Officer at Cubist and from August 2010 to July 2012, he was Vice-President of Corporate Finance and Treasurer at Cubist. Before joining Cubist, Mr. Tomsicek served for eight years holding roles with increasing influence within GE’s Healthcare unit. His

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service at GE culminated in his role first as Chief Financial Officer of Cytyc Corporation, a maker of cancer diagnosticthe Diagnostic Ultrasound business and other medical devices, and prior to that,finally as Chief Financial Officer of the Global Ultrasound product group. Prior to that, Mr. Tomsicek was Manufacturing Finance Manager for the European Region for Case Corporation.GE Healthcare Monitoring Systems business and was selected to and completed the GE Experienced Financial Leadership Program. Mr. Bowen alsoTomsicek held various advancing roles in financial planning and channel management over seven years in the automotive division of Motorola, then a varietypublic global telecommunications company. Following graduation from the University of financial positions at General Electric over a 20 year span. Mr. Bowen hasWisconsin with a Bachelor of Business Administration from Ohio University andScience in Industrial Engineering, Mr. Tomsicek began his career in manufacturing consulting for a Boston area start up after which he received his Master of Business Administration, also from New York University’s Stern School.the University of Wisconsin.

Dr. David M. Weber joined us in April 2007 as our Chief Operating Officer. Prior to joining us, Dr. Weber served as General Manager, Aviation Business at GE Security—Homeland Protection from April 2005 until April 2007 where he led GE Security’s Aviation and Transportation Business and was responsible for product development, marketing and sales. From June 2004 until April 2005, he served as General Manager, MRI Marketing at GE Healthcare where he was responsible for strategic product planning, go-to-market and product launch activities, including developing product roadmaps and introducing new product technologies to the market, and from March 2001 until June 2004, he served as Manager, Global High Field MRI Business, GE Medical Systems where he was responsible for new product planning and development. Dr. Weber has a Bachelor of Science in physics from Denison University, a Bachelor of Science in Nuclear Engineering from Columbia University, a Master of Science in Medical Physics from the University of Wisconsin–Madison,Wisconsin, and a Doctor of Philosophy in Medical Physics from the University of Wisconsin–Madison.Wisconsin.

Mr.William J. Bolt joined us in June 1982 and serveshas served as our Senior Vice President Global Product Operations.of Quality, Regulatory & Clinical Research Operations since 2015. He is currently responsible for all product development, management, engineering, regulatory, clinical and quality functions. From 2010 to 2015, Mr. Bolt held the position of Senior Vice President of Global Product Operations. From 2006 to 2009, heMr. Bolt was responsible, at different times, for quality, regulatory and engineering functions.functions at the Company. From 2003 to 2006, he was responsible for our quality and service functions. He was responsible for all product development and the AbioCor program from 2000-2003,2000 to 2003, and for BVS and AB5000 development from 1999-2003.1999 to 2003. From 1994 to 1999, he was President of our former dental subsidiary, ABIODENT. From 1982 to 1994, he served in various roles, from Vice President of Engineering to Vice President of Operations. Mr. Bolt received both his Bachelor of Science in Electrical Engineering and Master of Business Administration from Northeastern University.

Mr.Andrew J. Greenfieldjoined us in January 2005 and serves as our is currently the Vice President and General Manager of Global Marketing. Prior toSince joining us in 2005 as the Vice President of Healthcare Solutions, he has led the reimbursement and health economics organizations. Mr. Greenfield also leads the global marketing function and is responsible for physician education programs, new market development, and service. Before joining us, Mr. Greenfield held multiple positions in sales, marketing and finance at GE Healthcare since October 1999, including consulting with large U.S. health systems, in the Enterprise Client Group from November 2003 to January 2005,eCommerce and Six Sigma Master Black Belt from January 2002 to November 2003, and

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Finance Manager from October 1999 to January 2002.2005. Prior to GE Healthcare, he held multiple positions in sales, marketing and sales managementfinance at theThe Boeing Company, including ProjectEuropean Country Manager, and European Country Manager.is a graduate of the Fiscal Development Program from 1994 to 1999. He received his Bachelor of Sciencedegree in Finance from the University of Illinois in 1994 and hisa Master of Business Administration degree from St. Louis University.University in 1998. Mr. Greenfield is also a certified Master Blackbelt in Six Sigma and Change Acceleration Process from GE.

Mr.Michael G. Howley joined us in March 2009 and serves as our Vice President and General Manager of Global Sales. Prior to joining us, Mr. Howley spent 20 years at GE Healthcare. From February 2006 to February 2009, he was General Manager at GE Healthcare, overseeing the Americas X-ray and Interventional Radiology division. From April 2004 to February 2006, Mr. Howley held the General Manager position for the Clinical Information Systems at GE. From October 2002 to April 2004, he was the Americas Sales Manager of Functional and Molecular Imaging. Prior to this role, Mr. Howley held several other national and regional sales positions at GE, beginning his tenure with GE in 1989. Mr. Howley has a Bachelor of Science in Business Administration and Marketing from Auburn University.

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CORPORATE GOVERNANCE

Board Leadership

Chief Executive Officer and Chairman.Chairman. Our Board of Directors does not have a formal policy regarding whether the same person should serve as both the Chief Executive Officer and Chairman of the Board and believes that it should retain the flexibility to make this determination in the manner it believes will provide the most appropriate leadership for our companythe Company from time to time. The Chairman of the Board is elected annually by ourthe Board of Directors. Currently, our Chief Executive Officer, Mr. Minogue, serves as Chairman of ourthe Board of Directors.

Lead Director.Director. In October 2005, our Board of Directors designated Dorothy Puhy as its first Lead Director. The position of Lead Director is to be held by one of our independent directors and carries with it responsibilities beyond those of the other directors, including but not limited to: organizing and chairing a sessionsessions with our independent directors to occur once each board meeting;directors; working with the Compensation Committee to set performance goals for our Chief Executive Officer and to evaluate the Chief Executive Officer’s performance for the prior year; working with the Chairman to formulate the agenda for board meetings; acting as a liaison between the Chairman and the Board of Directors; and leading with the Chief Executive Officer an annual discussion of succession planning.

Director Independence

Our Board of Directors has determined that, with the exception of Mr. Minogue, who is our employee,Chief Executive Officer and President, all of the members of our Board of Directors are “independent directors” under the applicable rules of the Nasdaq Stock Market. Our Board of Directors has also determined that each member of our Audit Committee, Compensation Committee and Governance and Nominating Committee is an “independent director” under the rules of the Nasdaq Stock Market applicable to such committees.

Jeannine M. Rivet is an employee of UnitedHealth Group, affiliates of which provided reimbursement in certain instances to hospitals who purchase our products. We expect such affiliates to continue to provide reimbursement for our products in the future. Christopher D. Van Gorder is Chief Executive Officer of Scripps Health, which purchased approximately $1,100,000 of our products during the fiscal year ended March 31, 2016. We expect Scripps Health will continue to purchase our products in the future. Mr. Termeer is a director of Partners Healthcare, which purchased approximately $1,200,000 of our products during the fiscal year ended March 31, 2016. We expect Partners Healthcare will continue to purchase our products in the future. The Board considered each of these relationships and has determined that the independence of each of Ms. Rivet, Mr. Van Gorder, and Mr. Termeer is not affected.

Attendance at Annual Meeting of Stockholders

It is our policy that, to the extent reasonably practicable, directors should attend our Annual Meeting of Stockholders. All of our directors who were serving on our Board at the time of our 20132015 Annual Meeting of Stockholders attended the meeting.

Board Role in Risk Oversight

Our Board of Directors, as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board of Directors committees that report on their deliberations to the Board.Board of Directors. The oversight responsibility of the Board of Directors and its committees is enabled by management reporting to the Board of Directors about the identification, assessment and management of critical risks and management’s risk mitigation strategies. We believe that our Board’sBoard of Directors’ ability to discharge its risk oversight is enhanced by the service of our Chief Executive Officer as Chairman of the Board of Directors and by our institution of the role of Lead Director.

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The Board of Directors and its committees oversee risks associated with their respective principal areas of focus, as summarized below.

Meetings of the Board of Directors

Board Meetings.Meetings. Our Board of Directors held four meetings during the fiscal year ended March 31, 20142016 and acted by written consent one time.six times. Each of our directors attended at least 75% of the aggregate number of meetings of the Board of Directors and Committeescommittees of which he or she was a member held during the fiscal year ended March 31, 2014.2016.

Meetings of Independent Directors.Directors. Our independent directors are expected to meet without management present at least twice per year.

Executive Committee Meetings.Meetings. Our Board of Directors has an Executive Committee, which is currently composed of W. Gerald Austen, Michael R. Minogue and Henri A. Termeer. The Executive Committee has, and may exercise, all the powers and authority of the Board of Directors, except those which by law may not be delegated to it by the Board.Board of Directors. The Executive Committee did not act during the fiscal year ended March 31, 2014.2016.

Audit Committee Meetings.Meetings. Our Board of Directors has an Audit Committee, which is currently composed of Louis E. Lataif, Dorothy E. Puhy (Chair) and, Henri A. Termeer.Termeer and Eric A. Rose. Our Board of Directors has determined that all members of the Audit Committee are financially sophisticated within the meaning of the Nasdaq listing standards and our Board of Directors has also determined that Ms. Puhy, who serves as Chair of the Audit Committee, qualifies as an “Audit Committee financial expert” within the meaning of the applicable SECSecurities and Exchange Commission (“SEC”) rules and regulations. The responsibilities of our Audit Committee are detailed in our audit committeeAudit Committee charter, a copy of which is available through the “Our Company—Corporate Governance” section of our website, located at www.abiomed.com.www.abiomed.com. The Audit Committee is directly responsible for the

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appointment, compensation and oversight of the work of our independent registered public accounting firm. In addition, the Audit Committee’s responsibilities include reviewing the adequacy and effectiveness of accounting and financial controls, reviewing our financial reporting practices, meeting with our independent accountants to review the results of the annual audit and quarterly reviews and receiving and reviewing the implementation byresponse of management of recommendations made byto any management letter or report from the independent accountants. During the fiscal year ended March 31, 2014,2016, the Audit Committee held six meetings and did not actacted by written consent.consent one time.

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Compensation Committee Meetings.Meetings. Our Compensation Committee is currently composed of W. Gerald Austen,Paul G. Thomas (Chair), Jeannine M. Rivet and Martin P. Sutter (Chair) and Henri A. Termeer.Sutter. Our Lead Director, Dorothy E. Puhy, participates in meetings of the Compensation Committee as described above under “Lead Director”. The responsibilities of the Compensation Committee are detailed in our compensation committeeCompensation Committee charter, a copy of which is available through the “Our Company—Corporate Governance” section of our website, located at www.abiomed.com.www.abiomed.com. The Compensation Committee is responsible for reviewing our compensation philosophy and major compensation programs, reviewing annually our executive compensation program and establishing the compensation for our Chief Executive Officer and bonusesapproving the compensation of our executive officers, determining the persons to whom equity awards, including both incentive stock options and non-qualified stock options, restricted stock and restricted stock units will be granted, other than to the extent that the grant of options or full value awards has been delegated by the committee to the Special Stock Option Committee, and adopting rules and making other determinations with respect to the administration of our equity incentive plans, employee stock purchase plan and 401(k) plan. During the fiscal year ended March 31, 2014,2016, the Compensation Committee held foureight meetings and acted by written consent twofour times.

Governance and Nominating Committee Meetings.Meetings. Our Governance and Nominating Committee is currently composed of Dorothy E. Puhy, Martin P. Sutter (Chair), Paul G. Thomas, W. Gerald Austen and Paul Thomas (Chair).Christopher D. Van Gorder. The responsibilities of the Governance and Nominating Committee are detailed in our governanceGovernance and nominating committeeNominating Committee charter, a copy of which is available through the “Our Company—Corporate Governance” section of our website, located at www.abiomed.com.www.abiomed.com. The Governance and Nominating Committee is responsible for leading the search for individuals qualified to become members of our Board of Directors, including the review of candidates recommended by our stockholders. Our stockholders, may propose nominees for consideration byrecommending to the GovernanceBoard of Directors the composition of each committee of the Board of Directors and Nominating Committee by submitting namesreviewing and supporting information in writing to: Corporate Secretary, ABIOMED, Inc., 22 Cherry Hill Drive, Danvers, Massachusetts 01923. Supporting information should include all information relating to such person that would be required to be disclosed pursuant to Regulation 14A undermonitoring the Securities Exchange Act of 1934. Nominations must be received not less than 45 days nor more than 60 days prior to any meeting of our stockholders calledsuccession plan for the election of directors. Candidates who are recommended by our stockholders will be considered on the same basis as candidates from other sources. For all potential candidates, the Governance and Nominating Committee will consider all factors it deems relevant, including at a minimum those listed under “Director Qualification Standards” below.Chief Executive Officer. During the fiscal year ended March 31, 2014,2016, the Governance and Nominating Committee held four meetings and acted by written consent two times.

Regulatory and Compliance Committee Meetings. Our Regulatory and Compliance Committee is currently composed of Christopher D. Van Gorder (Chair), W. Gerald Austen and Paul G. Thomas. The responsibilities of the Regulatory and Compliance Committee are detailed in our Regulatory and Compliance Committee charter, a copy of which is available through “Our Company—Corporate Governance” section of our website, located atwww.abiomed.com. The Regulatory and Compliance Committee receives regular reports from the Company’s Chief Compliance Officer and is responsible for assisting the Company’s Board of Directors with the oversight of significant health care related regulatory and compliance issues by overseeing, evaluating and monitoring the Company’s compliance policies, standards, procedures, systems and initiatives. The Regulatory and Compliance Committee further provides recommendations, reports and guidance to the Board of Directors regarding the Company’s compliance with applicable laws, rules and regulations. During the fiscal year ended March 31, 2016, the Regulatory and Compliance Committee held four meetings and did not act by written consent.

Director Qualification Standards

We do not have any specific, delineated qualifications for the nomination of director candidates. However, the Governance and Nominating Committee does take into account a number of factors, qualifications and skills it deems appropriate. Candidates for membership to our Board of Directors should be individuals who possess the highest personal and professional ethics and integrity and have demonstrated professional achievement and leadership capabilities. The Governance and Nominating Committee seeks candidates with a broad diversity of

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knowledge, experience and demonstrated expertise in an area or areas of importance to our company,Company, such as management, finance, marketing, technology, medicine, human resources, public policy and law. The Governance and Nominating Committee also considers traditional diversity factors such as race or gender but has no formal policy, guidelines or procedures with respect to consideration of diversity in the nominating process. All candidates must evidence a commitment to devote the substantial time and energy required of productive boardBoard members.

Majority Voting and Director Resignations

Our Board of Directors has adopted a majority voting policy for uncontested elections of directors (elections in which the number of nominees for election does not exceed the number of directors to be elected). In accordance with the policy, the Board of Directors will nominate for election or re-election only candidates who have tendered an irrevocable resignation that will be effective if in an uncontested election of directors, the nominee for director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election.

If such an outcome were to occur, the Governance and Nominating Committee must promptly consider the resignation offer and recommend to the Board of Directors whether to accept or reject it. The Board of Directors then must act on the Governance and Nominating Committee’s recommendation within 90 days following certification of the stockholder vote.

The Board of Directors may consider any factors or information it deems relevant. In addition, the Governance and Nominating Committee and the Board of Directors may consider a range of alternatives in determining what action to take, including but not limited to: (a) accepting the resignation; (b) rejecting the resignation; (c) rejecting the resignation to allow the director to remain on the Board of Directors but agreeing that the director will not be nominated for re-election upon expiration of the director’s term; or (d) deferring acceptance of the director’s resignation until the Board of Directors can find a replacement director with the necessary qualifications to fill the vacancy that accepting the resignation would create.

Code of Conduct and Ethics

All of our directors, officers and employees mustare expected to act ethically, legally and with integrity at all times and are requiredobligated to comply with our Code of Conduct and Ethics, as well as our other policies and standards of conduct. A copy of our Code of Conduct and Ethics is available through the “Our Company—Code of Conduct” section ofon our website located at www.abiomed.com. Our Code of Conducthttp://www.abiomed.com/assets/Code-of-Conduct-and-Compliance-Policy.pdf and Ethicsalso may also be obtained, without charge, by written request to our Chief Compliance Officer at ABIOMED, Inc., 22 Cherry Hill Drive, Danvers, Massachusetts 01923.

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Communications with Directors

Stockholders and other interested persons may send communications to the directors. Written correspondence should be addressed to the director or directors in care of the Chief Compliance Officer at ABIOMED, Inc., 22 Cherry Hill Drive, Danvers, Massachusetts 01923. Stockholders and other interested persons may also send email to the directors atdirectors@abiomed.com. All communications will be received and reviewed by our Compliance Officer. directors@abiomed.com. Complaints or concerns relating to our financial reporting, accounting, internal accounting controls or auditing will be referred to the chair of our Audit Committee. Other communications may be referred to the directors as a group, or to an individual director, as appropriate.

Compensation of Directors

For the fiscal 2014,year ended March 31, 2016, each of our non-employee directors received an annual retainer of $45,000 or an equivalent value of our common stock, determined as of the date of grant, at the individual’s option. Our Lead Director receives an additional $25,000 annually. The Chair of our Audit Committee receives

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an additional $20,000 annually, the Chair of our Compensation Committee receives an additional $15,000 annually, and the Chair of our Nominating and Governance Committee receives an additional $10,000 annually. In addition, members of our Audit Committee each receive an additional $10,000 annually, members of our Compensation Committee each receive an additional $7,500 annually, and members of our Nominating and Governance Committee each receive an additional $5,000 annually. If our Board of Directors or any of its Committees has an unusually large number of meetings in any one year, our Board of Directors has the authority to pay each Directordirector an additional $1,200 for attendance at meetings of our Board of Directors and $1,000 for attendance at meetings of Committees of our Board.Board of Directors. Similarly, for an unusually large number of meetings in any one year, our Board of Directors has the authority to pay $1,000 to the Chair of our Audit Committee for attendance at meetings of our Audit Committee, $1,000 to the Chair of our Compensation Committee for attendance at meetings of our Compensation Committee, and $1,300 to the Chair of our Nominating and Governance Committee for attendance at meetings of our Nominating and Governance Committee. We made no such additional payments in the fiscal 2014.year ended March 31, 2016.

TheAs of May 24, 2016, the annual cash retainer payable to each non-employee director was increased to $50,000. Effective May 24, 2016, the annual equity compensation awarded to each non-employee director who continues to serve as a director after our annual meeting or special meeting in lieu thereof will be a performance share award in the form of restricted stock units covering 7,740the equivalent of $200,000 in shares of our common stock, which will vest annually over three years beginning on the date of the nextan annual meeting.basis. We also have also establishedstock ownership guidelines that require each director to beneficially own shares of our common stock with the equivalent value, as of the acquisition date, of at least three times the annual cash retainer for a Director, which is currently $45,000.director. Each director is expectedrequired to achieve such stock ownership requirements withinby the later of (i) the Annual Meeting or (ii) five years offrom the adoptiondate the person first became a director. All of the guidelines, which were issued in 2011.

We are able to award non-qualified stock options to our non-employee directors underother than Ms. Rivet and Mr. Van Gorder, who joined our 2008 Stock Incentive Plan. The currently eligible non-employee directors are Dr. Austen, Ms. Puhy, and Messrs. Lataif, Sutter, Termeer and Thomas. Board of Directors in February 2016, have already met the stock ownership requirement.

It is also currently our policy to grant arestricted stock optionunits equal to purchase 25,000 shares$250,000 of our common stock upon the appointment of a new non-employee directors, with an exercise price equal to the fair market value of our common stock on the date of grant, and vestingdirector, which award will vest annually over fivethree years.

Our directors areWe also eligiblecurrently have a non-employee director retirement policy that provides for additional compensation in the event that they perform additional services for us in excessaccelerated vesting of all stock options, restricted stock units and other equity awards held by a non-employee director if he or she permanently ceases his or her service on our Board of Directors by reason of death, disability, or the normal time commitments we expectnon-employee director’s retirement following at least five years of our directors. In fiscal 2014, we paid no such additional compensation.service and so long as his or her age plus service equals or exceeds 65.

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The following table provides information regarding the compensation earned by our non-employee directors with respect to the fiscal 2014.year ended March 31, 2016. The compensation of Michael R. Minogue, our Chairman, is reported below under the heading “Executive Compensation.”

Compensation of Non-Employee Directors

for Fiscal 2014the Year ended March 31, 2016

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of Paul G. Thomas (Chair), Jeannine M. Rivet and Martin P. Sutter (Chair), W. Gerald Austen and Henri A. Termeer.Sutter. No member of our Compensation Committee is a former or current officer or employee of the Company. Our Lead Director, Dorothy E. Puhy, participates in meetings of the Compensation Committee as described above under “Lead Director.” Mr. Minogue, while not a member of the Compensation Committee, makes recommendations to the Compensation Committee regarding the compensation of executive officers other than himself, including the awards of stock options, restricted stock and restricted stock units, and often participates in the Compensation Committee’s deliberations but does not vote on such matters. None of our executive officers serves as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as members of our Board of Directors or Compensation Committee.

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Certain Relationships and Related-Person Transactions

There were no material related-person transactions in the fiscal 2014.year ended March 31, 2016. Under its charter, the Audit Committee of our Board of Directors is responsible for reviewing any proposed related-party transaction, as defined under the rules of the Nasdaq Stock Market, and, if appropriate, approving such transaction. In addition, ourthe conflict of interest

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policy section in our Code of Conduct provides that specified conflict of interest transactions are either prohibited or require the prior approval of our President.prohibited. Examples of these conflict of interest transactions include serving as a director, officer or employee of or consultant to any competitor or any entity that does business with us or having a substantial undisclosed direct or indirect interest in any entity that does business with us. Other than the foregoing, we have no established policies or procedures, written or otherwise, for the review, approval or ratification of transactions with related persons.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes the material elements of our compensation programs as they relate to our executive officers who are listed in the following compensation tables, whotables. These executive officers are sometimes referred to in this compensation discussion and analysis and the following tables as theour “named executive officers”.officers.” This compensation discussion and analysis and the tables that follow include two individuals who served as our principal financial officer during the fiscal year that ended March 31, 2016. Mr. Robert L. Bowen, our former Vice President, Chief Financial Officer and Treasurer, stepped down, effective July 15, 2015, in connection with his retirement. On the same date, Mr. Michael Tomsicek was appointed Vice President, Chief Financial Officer and Treasurer and served in this role through the remainder of fiscal 2016. This compensation discussion and analysis focuses on the information contained in the following tables and related footnotes, butand also describes other arrangements and actions taken since March 31, 20142016 to the extent such discussion enhances the understanding of our executive compensation for fiscal 2014.2016.

Overview

The Compensation Committee oversees and administers our executive compensation program. The primary objectives of the executive compensation programsprogram are:

Our executive officers are assessed and ranked on the basis of demonstrated results relative to pre-established goals, as well as subjective leadership qualities. The ranking that an executive officer receives each year generally has a direct and material impact on the cash bonus, option and equity grants that such executive officer receives as well as his annual increase in base salary. The compensation of our named executive officers in fiscal 20142016 consisted of base salary, cash bonus, the grant of equity incentives and participation in benefit plans generally available to all employees. The largest component of our named executive officers’ annual compensation program is base salary,equity incentives, followed by, depending on the individual, cash bonuses. Equity incentives offer the opportunity to be a more substantial component of compensation provided that the management team is successful in achieving the corporate goals and the price of our stock appreciates.bonuses or base salary. As of March 31, 2014,2016, the outstanding equity incentives have been awarded toincentive awards held by our executives in the form of grantsnamed executive officers consisted of stock options, restricted stock awards and performance share awards in the form oftime- and performance-based restricted stock units. Our named executive officers are assessed and ranked annually on a scale of 1 (low) to 4 (high) on the basis of demonstrated results relative to pre-established goals, as well as subjective leadership qualities. The ranking that a named executive officer receives each year generally has a direct and material impact on the cash bonus, stock option and restricted stock unit grants that such officer receives, as well as his annual increase in base salary.

Effect of 2015 Say-On-Pay Vote

At our 2015 Annual Meeting of Stockholders, approximately 98% of the votes cast on the advisory vote on executive compensation (excluding broker non-votes) were in favor of the Company’s executive compensation disclosed in the proxy statement. These results convey strong shareholder support for the Company’s executive compensation programs and the Compensation Committee’s decisions on executive compensation. The Compensation Committee did not make any significant adjustments to its executive compensation program during 2016 as a result of the vote. While our shareholders have consistently supported our compensation decisions, the Compensation Committee will continue to regularly review, assess and, when appropriate, adjust the Company’s compensation programs based on feedback from our shareholders, best practices, and compensation trends. In particular, the Compensation Committee continues to evaluate the performance-based restricted stock unit component of our executive compensation program, which it currently believes reflects and reinforces our pay-for-performance philosophy.

Highlights of Fiscal 2016 Performance

Fiscal 2016 was a strong year for ABIOMED, with the Company succeeding on critical metrics such as the number of supported patients, regulatory approvals, revenue, profits, market capitalization, publications,

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expanding our international business, and solidifying our position with respect to clinical guidelines and intellectual property. Highlights of our fiscal 2016 performance include:

Compensation Consultants and Peer Groups

To assist us in making our compensation determinationsdecisions in fiscal 2014,2016, including our salary determinationsincreases and our decisions about equity incentive compensation, we werecontinued to be advised by the compensation consultant Radford, partan Aon Hewitt Company—a division of Aon Corporation.Corporation, who has been engaged by the Compensation Committee.

We look at peer group data provided to us by our compensation consultant for comparative purposes. The peer group data we looked at when determining fiscal 20142016 salary and bonus consisted of the following 1720 companies: Accuray Incorporated, AngioDynamics, Inc.,Align Technology, Angio Dynamics, Atrion Corporation, Cantel Medical Corp., Cardiovascular Systems, Inc., Cyberonics, Inc., DexCom, Inc., Endologix, Inc., Globus Medical, Inc., HeartWare International, Inc., ICU Medical Inc., Integra Life Sciences, Insulet Corporation, Merit Medical Systems, Inc., Natus Medical Inc., NuVasive, Inc., NxStage Medical, Inc., The Spectranetics Corporation Thoratec Corporation and Volcano Corporation.Thoratec. These companies are all in the healthcare equipment and supplies industry and were chosen based on having either a similar employee size, revenues, or revenue growth (over a one- and three-year period) and also having either a similar grossoperating margin orand market value. We also looked at competitive market data from the Radford Global Life Sciences Survey, effective as of March 1, 2015, focusing on U.S. publicly traded medical device companies with annual revenue between $75 million and $1.0 billion, a numbermedian headcount of survey sources.731, and median annual revenue of $242 million, to compare market compensation levels for each element of our compensation.

We generally strive for base salary to be at the 50th50^th percentile for base salary amongof the market represented by our peer group and broader market survey data and to provide a 75th75^th percentile opportunity relative to such market, based on target performance, with respect to each of total cash bonuscompensation and equity awards. However, wecompensation. We believe that the target performance metrics for our annual cash bonuses and performance-based equity awards are rigorous goals that will only be achieved with strong performance. We also take into account the relatively higher cost-of-living in the greater Boston area where our corporate headquarters is located.located for purposes of determining base salaries and cash bonus and equity award opportunities.

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Compensation Program Elements

Base Salary

We pay each of our named executive officers a base salary to provide a baseline level of compensation that is both competitive with the external market and commensurate with each employee’s past performance, experience, responsibilities and skills. We generally target base salaries for our named executive officers around the median50^th percentile of our external market peers, as described above, and then make adjustments based on the factors described above, as well asincluding the relatively higher cost-of-living in the greater Boston area where we are located.area. The Chief Executive Officer recommended (for named executive officers other than himself) and the Compensation Committee approved base salary increases for fiscal 20142016 for all of our named executive officers, other than Mr. Minogue, in the range of 2%3% to 8%4%, based on performance and the prior year’s salary.salary relative to market

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compensation. For our named executive officers other than Mr. Minogue, the percentage increase directly corresponded to the named executive officer’s overall performance ranking of 1 to 4 (as described in more detail under “Cash Bonus” below). Factors taken into account for Mr. Minogue’s 17% base salary increase included a review of peer group and survey data and an assessment of his and the Company’s performance. For fiscal 2015,2017, our Compensation Committee recently decidedapproved increases to increase the base salary of all of our named executive officers in the range of 2%3% to 3%8%.

Cash Bonus

We maintain an annual cash bonus program, the purpose of which is to motivate and reward the attainment of our annual financial, strategic and operational goals as well as the attainment of individual goals.

The Compensation Committee establishes and approves all Company focused goals For each named executive officer, 70% of the executive’s fiscal 2016 target bonus opportunity was based on recommendations madeachievement of corporate goals, and 30% was based on a subjective assessment of the executive’s overall individual performance, based on factors including professional competency, work efforts, leadership, flexibility, commitment to the Company’s Code of Ethics, and integrity.

Company performance goals are developed by management.our Chief Executive Officer, Mr. Minogue, in consultation with other members of senior management and presented to our Board of Directors on an annual basis. Individual performance goals for our named executive officers are recommendedestablished by Mr. Minogue and approved bydiscussed with the Compensation Committee, while those for Mr. Minogue are approveddeveloped by the Compensation Committee and the Lead Director.

Actual incentivecash bonus awards can range from zero to more than target levels, depending on the degree to which the Company and the individual attainexecutive achieve the pre-established goals for the particular year. Based on Company and individual performance towardagainst specified goals, the assessment of an individualexecutive’s leadership, assessment and an executive’s base salary relative to market, total cash compensation may(salary and bonus) is targeted to be above or belowwithin the 75^th percentile of the market median.represented by our peer group and broader market survey data.

For all named executive officers, annual incentivecash bonus opportunities for fiscal 20142016 were targeted at a level that representsrepresented a meaningful portion of oureach executive’s current base salary. For fiscal 2014,2016, target bonus opportunities for our named executive officers other than Mr. Minogue ranged from 60% to 70% of base salary. Mr. Minogue’s fiscal 20142016 target bonus opportunity was equal to 120% of his base salary, which, when combined with his base salary, resulted in his target total cash compensation being positioned between the Compensation Committee believes is a standard level in50^th and 75^th percentile of the industry. market represented by our peer group and broader market survey data.

For fiscal 2014,2016 bonuses, the Compensation Committee (and, in the case of Mr. Minogue, the Compensation Committee and the Lead Director)goals selected goals that were intended to strike a balance among fiscal, strategic and operational performance. The performance goals varied depending on each executive’s duties and responsibilities and were weighted according to the importance of the goal to our overall strategic objectives for the fiscal year. Company performance goals for fiscal 2016 included revenue growth, as described below, improving customer satisfaction, hiring and retaining top talent and decreasing turnover rates, maintaining DRGs through ICD-10 introduction and maintaining 100% LCD coverage, obtaining FDA pre-market approval (“PMA approval”) or a successful PMA panel, and maintaining regulatory compliance and operational predictability. The Compensation Committee believes that the selected goals were challenging for the management team and the Company to achieve. The Compensation Committee believes that the challenging nature and the balanceselection of performance goals most effectively align management incentives with enhancement of long-term stockholder value.

We use a seriesAt the end of objective and subjective performance goals in order to determine the relative performance ofeach fiscal year, each named executive officer during the year. The relative weight of each goal is determined at the end of each year and each officer is judgedevaluated on a scale of 1 through 4 for each goal. Forcorporate goal and is evaluated on a scale of 1 through 4 based on a subjective assessment of his individual performance, as described above. The revenue targets used in the rating system for all named executive officers for fiscal 2014,2016 ranged from a rating of 1 for revenue below $299.4 million (growth of less than 30% over fiscal 2015), a rating of 2 for revenue of $299.4 million to $310.9 million (growth of 30% to less than 35% over fiscal 2015), a rating of 3 for revenue of $310.9 million to $322.4 million (growth of 35% to less than 40% over fiscal

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2015) and a rating of 4 for revenue above $322.4 million (growth of 40% or more over fiscal 2015). These goals are generally set so that the expected outcome would be a 2 or 3 rating, with a 4 rating being very difficult to achieve.

For fiscal 2016, an average rating (with Company goals weighted at 70%, and individual goals weighted at 30%) of 3 or 4 resulted in a recommendation of 110%125% or 95%140%, respectively, of bonus target for our named executive officers other than Mr. Minogue. These recommendations, however, are not formulaically determined at the beginning of the year. The rating system is a method for determining fiscal year performance against set goals, but the bonus payments are still discretionary. Bonuses for named executive officers other than the Chief Executive Officer are recommended by Mr. Minogue, but the Compensation Committee has the discretion to alter actual bonus awards from the Chief Executive Officer’s recommendation, either up or down. In addition, the Compensation Committee has complete discretion in determining Mr. Minogue’s annual bonus.

For each named executive officer, 70% of the officer’s fiscal 2014 target bonus, opportunity waswhich historically has been determined based on progress toward achievement of both objective and subjective corporate goals. These performance goals varied by individual based on their respective areas of responsibility and were weighted according to the importance of

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the goal to our overall strategic objectives for the fiscal year. The revenue targets used in the rating system for all named executive officers for fiscal 2014 ranged from a rating of 1 for revenue below $180 million, a rating of 2 for revenue of $180 million to $185 million, a rating of 3 for revenue of $185 million to $190 million and a rating of 4 for revenue above $190 million. These goals are generally set so that the expected outcome would be a 2 or 3 rating, with outcomes of a 4 rating being very difficult to achieve. The remaining 30% of each officer’s 2014 target bonus opportunity was based on a subjective assessment of the officer’s overall leadershipCompany performance.

For fiscal 2014,2016, the Compensation Committee endorsed, and did not alter, the bonus amounts proposed by the Chief Executive Officer for the other named executive officers. Actual bonus awards made to our named executive officers other than Mr. Minogue for fiscal 20142016 ranged from approximately 95%100% to 110%140% of the officer’s target bonus, with an average award equal to approximately 99%130% of the target bonus. Mr. Minogue was awarded approximately 112%170% of his target bonus.bonus, based primarily on overall Company performance, including obtaining PMA approval of Impella 2.5, Impella CP, Impella 5.0, and Impella LD for cardiogenic shock, and strong performance as measured by the Company’s revenue growth, improved profitability and stock price appreciation. These variations from target were reflections of each individual’s degree of success in meeting his performance goals as well as his contribution to our meeting our objectives for the year.

Equity Incentives

EquityWe offer equity incentives are available to the majority of employees to foster a culture of ownership, align compensation with stockholder interests and promote long-term retention and affiliation with the organization. Each year, the Compensation Committee determines the types and sizes of awards to be used for delivering such incentives. In doing so, the Compensation Committee considers the ability of each type and size of award to achieve key compensation objectives (such as employee retention, motivation and attraction), the needs of the business, competitive market practices, dilution and expense constraints, as well as tax and accounting implications.

For fiscal 2016, the Compensation Committee approved for our named executive officers stock options and restricted stock unit awards, some with time-based vesting and others with both time- and performance-based vesting. In determining the level of stock option and equityrestricted stock unit awards to grant our named executive officers for fiscal 2014,2016, the Compensation Committee generally followed a process similar to that employed for prior fiscal years.years, but, as described further below, granted two supplemental performance-based restricted stock unit awards to Messrs. Minogue and Weber. The Compensation Committee approved stock option and equityrestricted stock unit awards based on individual performance rankingrankings for fiscal 2015 in an effort to ensure that top performingtop-performing employees receive larger awards than those with averageto reward them for their performance. The Compensation Committee believes that the use of a strong performance management system combinedperformance-based awards together with time-based awards in the retention attributesform of stock options and restricted stock units allows us to effectively retain and reward those employees who have the potential to make the greatest contributions to our long-term success.

For fiscal 2014, the Compensation Committee approved stock options, performance share awards in the form of time based restricted stock unit awards, and performance and time based restricted stock unit awards for ourEach named executive officers. The time vestingofficer, other than Mr. Tomsicek, received a stock option grants will vestgrant that is subject to time-based vesting over fourthree years, at a rate of 25% annuallywith one-third vesting on each anniversary of the date of grant. The timeMr. Tomsicek received a stock option grant in connection with his hire that is subject to time-based vesting over four years, with one-fourth vesting on each anniversary of the date of grant. Each of our named executive officers also received a restricted stock unit awards grantedgrant for fiscal 2016 (which in Mr. Tomsicek’s case was made in connection with his hire) that is subject only to time-based vesting over three years, with one third vesting on each anniversary of the date of grant.

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Each of our named executive officers, vest in three equal installments annually over three years. The performance and time basedother than Mr. Tomsicek, received a restricted stock unit awards contained a double trigger vesting provisiongrant for fiscal 2016 that is subject to both time- and performance-based vesting. The percentage of each award eligible to performance-vest was to be determined based on the achievementlevel of fiscal 2014 revenues from the sales of products and services which occurred during the ordinary course of business of between $180 million and $190 million.2016 revenue. None of the shares vestedwould performance-vest if the revenue was less than $180$288 million, a ratable amount between 50% and 100% would vest at revenues between $288 million and $299 million, and a ratable amount between 33%100% and 100% vested150% would vest at revenues between $180$299 million and $190$310 million. Once the performance milestone is met to determineCompany’s revenue amount for fiscal 2016 was published, and the number of shares covered by the award was determined, one-third of the shares would immediately time vest and half of the remaining shares would time vest on each of the second anniversary of the date of grant and the remaining shares vest on the third anniversaryanniversaries of the date of grant. During fiscal 2014,2016, our revenues earned from the sales of products and services which occurred during the ordinary course of business was $183.643were $329.5 million, resulting in approximately 57%150% of the shares subject to the original performance award of restricted stock being issuedunit awards performance vesting. One-third of the earned restricted stock units have time vested and the remaining units will be eligible for vesting.to vest on May 13, 2017 and May 13, 2018.

In addition, Mr. Minogue and Dr. Weber each were granted a supplemental time- and performance-based restricted stock unit award in fiscal 2016. These awards are eligible to vest based on the Company’s total shareholder return (“TSR”) as compared with that of the companies in the Standard & Poors Health Care Equipment Select Industry Index measured over a three-year period (0%, or a ratable amount from 100% to 300% of the underlying restricted stock units). One half of the units are earned based on performance vesting on the date the Compensation Committee determines the Company’s relative TSR and the remaining half of the earned units will vest one year thereafter, subject to continued employment through such date. The primary objectives of these supplemental grants were to recognize the executives’ outstanding performance, as evidenced by the growth in shareholder value and superior operational results year after year during their tenures, to motivate the executives to continue to deliver similar performance and timecreate long-term shareholder value, and to create an incentive for the executives to remain with the Company during the next stage in the Company’s development. Many alternative design frameworks and award features were considered including a variety of metrics (revenue growth, profitability, scientific milestones, absolute TSR and relative TSR). Given the focus on shareholder value creation, the program design ultimately selected was a relative TSR program with upside opportunity for extraordinary performance. The program was designed such that payout will only occur if TSR is positive and the Company outperforms the industry in terms of stock price performance (at or above the median TSR for the index). Further incentives are provided through payout opportunities as high as 300% of the targeted award amount based restricted stock unit awards eligible for vestingon superior levels of performance relative to the industry as represented by the index. One-half of the TSR RSUs will vest based on May 14, 2015performance (as defined above) at the end of a three-year performance period in June 2018 and the remainderremaining RSUs earned will vest on May 14, 2016.

in June 2019 provided Mr. Minogue and Dr. Weber are still employed with the Company. The Compensation Committee adopted a program containing time vesting restricted stock units and performance and time based restricted stock units because it believes that compensation which vests over time

If the TSR Percentile Rank falls between two of the percentiles described above, the percentage of the RSUs that vest will be based on certain performance metrics provide strong retention value by encouraging our executives to act in a manner consistent with our long-term interests and those of our stockholders. Time based restricted stock unit awards are not qualified as performance-based pay under Section 162(m) ofstraight-line interpolation between the Internal Revenue Code; accordingly, compensation expense associated with restricted stock unit awards will be subject to the $1 million limitation on deductibility for tax purposes for the compensation of certain executive officers.two groupings.

The Compensation Committee recently made our annual equity grants for the fiscal 2015.year ending March 31, 2017, or fiscal 2017. The grants made for fiscal 20152017 were in the form of time vestingstock options and restricted stock unit awards, performancesome with time-based vesting and time based restrictedothers with both time- and performance-based vesting. The stock unit awardsoption grants are subject to time-based vesting and time vesting stock options. The time vestingwill vest over three years at a rate of 33-1/3% annually on

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each anniversary of the date of grant. A portion of the restricted stock unit awards granted to our named executive officers for fiscal 2017 are subject only to time-based vesting and vest in three equal installments annually over three years. The performance and time basedremaining restricted stock unit awards have double trigger vesting pursuant to which 2015both time- and performance-based vesting. Fiscal 2017 revenue performance will determine whether 0%the percentage of the target award that will be eligible to time vest (0%, or a ratable amount from 33%50% to 100%200% of the underlying restricted stock units are eligible for vesting, at which point halfunits). One-third of the units eligible for time vesting will vest on the second anniversary ofdate that the date of grantfiscal 2017 earnings are published, and the other halfone-third of the units eligible for time vesting will vest on the third anniversaryeach of the date of grant. The time vesting stock option grants will vest over three years at a rate of approximately 33% annually on each anniversarysecond and third anniversaries of the date of grant.

Since 1998, we have made our annual merit equity grants in conjunction with our annual performance appraisal process, which takes place after the close of our fiscal year, typically in May or June of each year. Establishing a consistent annual grant pattern has allowed us to develop a schedule of events for setting our annual grant date and price. These events include incorporatingincorporate the results of our internal performance reviews and rankings. The date of each annual merit grant is the date upon which the Compensation Committee approves the individual grants. It has been our practice to hold this Compensation Committee meeting after the announcement of year-end results. Consistent with our historical stock option grant practice, the exercise price of stock options granted as part of the annual merit grant is the closing price of our common stock on the date of grant. Stock options granted to new hires are ordinarily granted and priced on the date of hire. To further align the interests of our executives with our long-term interests and those of our stockholders, the Compensation Committee takes a portfolio approach to equity incentive awards targeted in total at approximately the market 75^th percentile relative to our peer group and broader market survey data, with a core annual grant targeted at the market 50^th percentile split equally between time-vested stock options and time-vested restricted stock units, and a stretch to the market 75^th percentile through time- and performance-vested restricted stock units. The Compensation Committee takes this approach because it believes that equity compensation that vests over time, in combination with performance-vesting equity awards that are based on the achievement of revenue targets and other important performance goals (e.g., regulatory approval of our key products), provides strong retention value, incentivizes our executives to achieve key performance goals and aligns their interests with those of our stockholders.

Other Compensation

The amounts shown in the Summary Compensation Table under the heading “All Other Compensation” represent the value of certain other compensation received, which areis described in detail in the accompanying footnotes. Our Chief Executive Officer and ourother named executive officers received the following benefits in fiscal 2014:2016: matching contributions to our 401(k) plan, which are available to substantially all of our employees, life insurance premiums and long-term disability insurance premiums. We believe that such perquisites represent standard partstypical elements of executive compensation. In addition, our named executive officers are entitled to certain benefits in connection with certain terminations of employment and/or in connection with a change of control, as further described in “Agreements with Named Executive Officers.”

Stock Ownership Guidelines

Effective June 29, 2015, our Board of Directors has adopted stock ownership guidelines for our executive officers. Under these guidelines, our Chief Executive Officer will be required to hold shares of our common stock equal to at least three times his annual salary, and our other executive officers will be required to hold shares of our common stock equal to at least one times his or her annual salary. Each executive officer will be required to meet these ownership levels by the later of June 29, 2020 or five years after the date he or she was initially designated an executive officer of the Company. Each of our named executive officers, other than Mr. Tomsicek who joined the Company in July 2015, met the stock ownership requirement as of the last day of fiscal 2016.

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Recoupment of Compensation

Our Board of Directors adopted a recoupment (clawback) policy, effective June 29, 2015, covering executive officers of the Company. The policy provides that if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee may seek reimbursement of any cash- or equity-based bonus or other incentive compensation paid or awarded to the officer or effect cancellation of previously granted equity awards to the extent the bonus or incentive compensation was based on erroneous financial data and was in excess of what would have been paid to the officer under the restatement.

Tax Implications

Section 162(m) generally disallows a tax deduction to public companies for taxable compensation over $1 million paid to certain executives. However, compensation that qualifies as “performance-based compensation” is not subject to this limitation on deductibility. Performance-based compensation generally includes only payments that are contingent upon the achievement of pre-established performance objectives, and excludes any fixed or guaranteed payments.

The Compensation Committee considers the impact of the deductibility rules in developing and administering our compensation programs. However, this consideration is balanced with our primary goal of structuring compensation programs to attract, reward, motivate and retain highly talented executives. Accordingly, since our compensation objectives are not always consistent with the requirements for full deductibility, we have entered, and may in the future enter, into compensation arrangements under which payments are not deductible under Section 162(m).

On May 13, 2015, the Compensation Committee adopted a policy not to provide tax gross-ups under Sections 280G and 4999 of the Code in new employment agreements.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the contents of the Compensation Discussion and Analysis set forth above. Based on its review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended March 31, 2014.2016.

Compensation Committee

Paul G. Thomas (Chair)

Martin P. Sutter (Chair)

W. Gerald Austen

Henri A. TermeerJeannine M. Rivet

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Summary Compensation

The following table provides a summary of all compensation earned with respect to fiscal 2016, 2015, and 2014 by Michael R. Minogue, our President, Chief Executive Officer and Chairman of our Board, Robert L. Bowen, who served as our Vice President, Chief Financial Officer and Treasurer until July 15, 2015, Michael Tomsicek who was appointed Vice President, Chief Financial Officer, and Treasurer on July 15, 2015, and our three most highly compensated executive officers other than our Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of our most recently completed fiscal year.

Summary Compensation Table

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Plan-Based Awards

The following table provides information regarding grants of plan-based awards to the named executive officers during fiscal 2014.2016.

Grants of Plan-Based Awards

for Fiscal 20142016

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards held by the named executive officers on March 31, 2014.2016.

Outstanding Equity Awards

on March 31, 20142016

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Option Exercises and Vesting of Stock

The following table provides information regarding the exercise of stock options by our named executive officers and the vesting of stock awards held by them during fiscal 2014.2016.

Option Exercises and Stock Vested during Fiscal 20142016