Calling meetings of our independent directors;

Serving as a principal liaison between our Chairman and our independent directors; and

Being available, when requested and appropriate, for consultation and direct communication with shareholders.

Review and approve all information sent to our Board, including the quality, quantity, appropriateness and timeliness of such information;

Review and approve meeting agendas for our Board;

Review and approve the scheduling of Board meetings, assuring there is sufficient time for discussion of all agenda items; and

Review, on an annual basis and in consultation with our independent directors, this list of responsibilities and recommend to our Board for approval any modifications or changes.

Evaluate annually our Chief Executive Officer’s and other executive officers’ compensation levels and payouts;

■

Evaluate annually our Chief Executive Officer’s and other executive officers’ compensation levels and payouts;

■

Determine for our Chief Executive Officer and other executive officers all components of compensation, including annual base salary, annual incentive opportunity levels, long-term incentive opportunity levels, long-term incentive opportunity levels, executive perquisites, change in controlchange-in-control provisions or agreements, severance agreements, benefits, supplemental benefits and any special financial compensation programs; 14    Review and recommend to our Board any equity compensation program involving the use of our company’s securities, including stock options and restricted stock;   When appropriate, select, retain and terminate independent compensation consultants to advise the committee; Administer the compensation for our Chief Executive Officer and other executive officers and ensure consistency with our company’s executive compensation policy; Advise and assist our company in defining its total compensation policy; Review and comment on the compensation program to ensure that it supports our company’s strategic and financial plans; Review and recommend to our Board for approval new incentive plans that are consistent with the total compensation policy, and monitor the appropriateness of payouts; Review retirement plans to ensure they are meeting company objectives and are in compliance with relevant regulations; Review the establishment, amendment and termination of employee benefits plans, including equity plans, and oversee the operation and administration of such plans; Review our company’s compensation policies for regulatory and tax compliance, including structuring compensation programs to preserve tax deductibility and, as required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code (the “Code”); Include a report on executive compensation in our company’s proxy statement as required by Securities and Exchange Commission rules; Review annually our company’s risk assessment to determine whether compensation policies and practices are reasonably likely to have a material adverse effect on our company; Review and discuss with management the Compensation Discussion and Analysis required by Securities and Exchange Commission Regulation S-K, Item 402, and determine whether to recommend to our Board that the Compensation Discussion and Analysis be included in our company’s annual proxy statement for the annual meeting of shareholders; Annually review its charter and make recommendations for changes to our Board; and Fulfill such other duties and responsibilities as may be assigned to the committee by our Board or Chairman of the Board. ■ Review and recommend to our Board any equity compensation program involving the use of our company’s securities, including stock options, restricted stock awards and restricted stock units; ■ When appropriate, select, retain and terminate independent compensation consultants to advise the committee; ■ Ensure that the compensation for our Chief Executive Officer and other executive officers is consistent with our company’s executive compensation policy; ■ Advise and assist our company in defining its total compensation policy; ■ Review and comment on the compensation program to ensure that it supports our company’s strategic and financial plans; ■ Review and recommend to our Board for approval new incentive plans that are consistent with the total compensation policy, and monitor the appropriateness of payouts; ■ Review retirement plans to ensure they are meeting company objectives and are in compliance with relevant regulations; ■ Review the establishment, amendment and termination of employee benefits plans, including equity plans, and oversee the operation and administration of such plans; ■ Review our company’s compensation policies for regulatory and tax compliance, including structuring compensation programs to preserve tax deductibility and, as required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code (the “Code”); ■ Include a report on executive compensation in our company’s proxy statement as required by Securities and Exchange Commission rules; ■ Review annually our company’s risk assessment to determine whether compensation policies and practices are reasonably likely to have a material adverse effect on our company; ■ Review and discuss with management the “Compensation Discussion and Analysis” required by Securities and Exchange Commission Regulation S-K, Item 402, and determine whether to recommend to our Board that the “Compensation Discussion and Analysis” be included in our company’s annual proxy statement for the annual meeting of shareholders; and ■ Fulfill such other duties and responsibilities as may be assigned to the committee by our Board or Chairman of the Board. In fulfilling its duties and responsibilities, the committeeCompensation Committee may hire independent consultants, confer with our internal human resource professionals and consult with our Chief Executive Officer and other members of management. In each of the last four fiscal years, 2013 and 2014, the committee engaged Towers Watson (n/k/a Willis Towers Watson), an independent compensation consultant that has no other ties to our company or its management, to review compensation philosophy, competitiveness, pay for performance, and short term and long term incentive compensation design. The committee believes that Willis Towers Watson is independent of our management. Our management has not engaged Willis Towers Watson to provide any other services to our company. During the committeeCompensation Committee meetings held in fiscal year 2014,2017, certain members of management were present to address specific topics within the scope of their responsibilities. In addition, Messrs.Mr. Anderson, our former Chief Executive Officer, Ms. Gugino, our Chief Financial Officer, and ArmstrongMr. Korsh, our Vice President, General Counsel and Secretary, attended several of the meetings to provide certain recommendations to the committee regarding the compensation of other executive officers and to discuss the financial implications of various compensatory awards and benefit programs. Messrs.Mr. Anderson, Ms. Gugino and ArmstrongMr. Korsh were not present during the committee’s discussion and determination of their respective compensation. 15  Compensation Committee Interlocks and Insider Participation. The members of our Compensation Committee are identified by name in the “Compensation” column of the chart that appears above within the subsection captioned “Committee Overview.” None of the members of the committee was an officer or employee of Patterson Companies, Inc. during fiscal year 20142017 or in any prior year, and none of the members of the committee had any relationship requiring disclosure under Item 404 of Regulation S-K. There were no Compensation Committee interlocks as described in Item 407(e)(4) of Regulation S-K. Compensation Committee Report. Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” that appears herein with management. Based on such review and discussions, the committee recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement and, thereby, in our Annual Report on Form 10-K for the fiscal year ended April 26, 2014.29, 2017. Respectfully submitted, /s/ Ellen A. Rudnick, Chairman /s/ Andre B. Lacy Respectfully submitted, /s/ Ellen A. Rudnick, Chairman /s/ Sarena S. Lin /s/ Neil A. Schrimsher /s/ Les C. Vinney The Compensation Committee Our Governance and Nominating Committee and Its Procedures for Nominations Responsibilities and Composition. Our Governance and Nominating Committee, chaired by Andre B. Lacy until March 2014 and since by John D. Buck, as Lead Director, performs the core function of providing the overall protocol for Board operation. It also serves as the nominating committee, making recommendations as to nominees to serve as members of our Board and regarding the composition of the committees of our Board. The committee’s responsibilities include establishing criteria for Board and committee membership, considering rotation of committee members, reviewing candidates’ qualifications and any potential conflicts with our interests, assessing the contributions of current directors in connection with their re-nomination, and making recommendations to the full Board on how to improve the effectiveness of our Board. The committee believes that diversity of viewpoints, backgrounds, skills, experience and expertise is a key attribute for directors. As a result, the committee seeks to have a diverse Board that is representative of our company’s customer, employee and shareholder base. The committee carefully considers diversity when considering nominees for director and periodically reviews its recruitment and selection protocols to ensure that diversity remains a component of each director search. The committeeOur Governance and Nominating Committee has identified nominees based upon suggestions by non-management directors, executive officers, shareholders and third-party search firms. Our director selection criteria includes: integrity; high level of education; business experience; broad-based business acumen; understanding of our business and industry; strategic thinking and willingness to share ideas; network of contacts; and diversity of experiences, expertise and backgrounds among members. The committee has used these criteria to evaluate potential nominees. The committee does not evaluate proposed nominees differently depending upon who has made the recommendation. In prior years, the committeeOur Governance and Nominating Committee has from time to time engaged third-party search firms to provide assistance in the identification and evaluation of potential nominees, whose qualifications and independence are then thoroughly evaluated by the committee. The committee has paid fees to third-party search firms for such assistance, including most recently the identification and evaluation of Sarena S. Lin and Neil A. Schrimsher, both of whomAlex N. Blanco, who joined our Board in March 2014.April 2017. It is the committee’sour Governance and Nominating Committee’s policy to consider director candidates recommended by shareholders who appear to be qualified to serve on our Board. The committee may choose not to consider an unsolicited recommendation if no vacancy exists on our Board and the committee does not perceive a need to increase the size of our Board. The committee will consider only those director candidates recommended in accordance with the procedures set forth below. 16  Nomination Procedures. To submit a recommendation of a director candidate to our Governance and Nominating Committee, a shareholder must submit the following information in writing, addressed to our Lead Director,Chairman of the Board, care of our Corporate Secretary, at the main office of Patterson Companies, Inc.: (1)■ The name of the person recommended as a director candidate; (2)■ All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Exchange Act Regulation 14A; (3)■ The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected; (4)■ As to the shareholder making the recommendation, the name and address, as they appear on the books of Patterson Companies, Inc., of such shareholder; provided, however, that if the shareholder is not a registered holder of common stock, the shareholder must submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of our common stock; and (5)■ A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person. Our Bylaws provide that in order for a person nominated by a shareholder to be eligible for election as a director at any regular or special meeting of shareholders, a written request that his or her name be placed in nomination must be received from a shareholder of record by our Corporate Secretary not less than 90 days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director. A copy of our Bylaws may be obtained by written request to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120, Attn: Jonelle R. Burnham.Les B. Korsh, Vice President, General Counsel and Secretary. Minimum Qualifications. In carrying out its responsibility to find the best-qualified persons to serve as directors, our Governance and Nominating Committee will consider appropriate data with respect to each suggested candidate, consisting of business experience, educational background, current directorships, involvement in legal proceedings during the last ten years which are material to the evaluation of the integrity of the candidate, and an indication of the willingness of the candidate to serve as a director. In addition, prior to nominating an existing director for re-election to our Board, the committeeour Governance and Nominating Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; experience, skills and contributions that the existing director brings to our Board; and his or her independence. Pursuant to ourthe Corporate Governance Guidelines we originally adopted during fiscal year 2013, independent directors generally may not stand for election following their attaining the age of 75, or 20 years of service as a director on our company’s Board. The committeeOur Governance and Nominating Committee is also responsible for overseeing and reviewing our processes for providing information to our Board. The committee completes an annual review of the performance of our Chief Executive Officer. In addition, the committee recommends a succession plan to our Board for our Chief Executive Officer and reviews programs created and maintained by management for the development and succession of other executive officers and other individuals identified by management or the committee. Our Governance and Nominating CommitteeThe committee also sets director compensation. Our Governance and Nominating CommitteeThe committee held four meetings during fiscal year 2014.2017. Our Finance and Corporate Development Committee Purpose.The purpose of our Finance and Corporate Development Committee, established in June 2015, is to oversee our company’s capital structure, capital budget and capital expenditures, issuance and repurchase of equity and debt, and acquisitions and divestitures, and corporate investment and treasury policy and their consistency with our company’s overall financial and strategic plans. 17  Responsibilities and Organization. Our Finance and Corporate Development Committee, chaired by Neil A. Schrimsher, has the following specific responsibilities: ■ Review and make recommendations to our Board regarding our company’s capital structure and all issuances, sales or repurchases of equity or long-term debt; ■ Review and recommend to our Board the annual operating plan, including the financing plan (including dividend policy and uses of cash) and the capital budget for each fiscal year, and approve or recommend to our Board, as appropriate, capital expenditures in excess of amounts to be determined by the committee; ■ Approve or review and recommend to our Board, as appropriate, acquisitions, divestitures, partnerships and combinations of business interests (“principal portfolio transactions”) valued in excess of amounts to be determined by the committee; ■ Review at least annually the results and effectiveness of significant recent capital expenditures and principal portfolio transactions; ■ Review our company’s treasury policy as it relates to management of customer credit, commodity risks, exposures relating to insurance and risk management programs, and other financial risks that our Board may delegate to the committee for review; and ■ Review our company’s principal investment policies, procedures and controls with respect to investments and derivatives, foreign exchange and hedging transactions. Our Finance and Corporate Development Committee reports to our Board on the principal matters reviewed or approved at each meeting and provides recommendations as to actions to be taken by our Board. The committee has the sole authority to retain and terminate any outside financial or other consultants to assist in carrying out its duties, including the authority to approve consultant fees and other retention terms. The committee has the authority to obtain advice and assistance from internal or external legal, financial or other advisors. In addition, the committee has the authority to delegate any of its responsibilities to subcommittees, as it deems appropriate, subject to the requirements of applicable laws and regulations. The committee held four meetings during fiscal 2017. Our Search Committee Our Search Committee was formed upon Mr. Anderson’s resignation as President and Chief Executive Officer in June 2017 in order to begin the process of hiring a permanent President and Chief Executive Officer. This committee’s functions include identifying and evaluating potential candidates, and ultimately advising the Board on its recommendations for hiring a successor President and Chief Executive Officer. This committee, which is chaired by Ellen A. Rudnick, was created subsequent to the end of fiscal 2017 and has retained Spencer Stuart to conduct a search for a permanent President and Chief Executive Officer. Communications with Board Members Our Board of Directors has provided the following process for interested persons to send communications to our Board or individual directors. All communications from shareholders should be addressed to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120, Attention: CorporateLes B. Korsh, Vice President, General Counsel and Secretary. Communications to individual directors may also be made to such director at our company’s address. All communications sent to the chair of our Audit Committee or to any individual director will be received directly by such individuals and will not be screened or reviewed by any company personnel. Any communications sent to our Board in the care of our Corporate Secretary will be reviewed by herhim to ensure that such communications relate to the business of our company or its subsidiaries before being reviewed by our Board. Board Member Attendance at Annual Meetings Under our Corporate Governance Guidelines, it is our policy that all directors should be present at the annual meeting of shareholders. We generally hold a Board of Directors meeting coincident with the shareholders’ meeting to minimize director travel obligations and facilitate their attendance at the shareholders’ meeting. All directors then in office attended the 20132016 annual meeting of shareholders. 18  NON-EMPLOYEE DIRECTOR COMPENSATION Non-employee directors receive cash compensation and equity-based compensation for their service on our Board of Directors. DuringAfter performing a peer group review and substantive analysis in fiscal year 2014,2016, we altered the compensation structure for our non-employee directors. For fiscal 2017, a 3% increase to the overall compensation for non-employee directors receivedwas approved, with all of such increase to be paid as equity and not as a cash retainer. As such, for fiscal 2017, non-employee director compensation included an overall retainer of $206,000, with $90,000 representing an annual cash retainer and $116,000 issued in the form of $62,000.restricted stock awards vesting one year from date of grant. Committee Member and Committee Chair cash retainers were as follows: $10,000 for each Member of the Audit Committee members received anand $20,000 for the Chair of the Audit Committee; $5,000 for each Member of the Compensation Committee and $15,000 for the Chair of the Compensation Committee; no additional annualcash retainer for each Member of $4,000 duringthe Governance and Nominating Committee but a $10,000 cash retainer for the Chair of the Governance and Nominating Committee; and $5,000 for each Member of the Finance and Corporate Development Committee and $15,000 for the Chair of the Finance and Corporate Development Committee. The cash retainer for the former Lead Director was $30,000; however, such retainer was replaced with a $100,000 cash retainer for the non-executive Chairman of the Board in June 2017. In addition, although our Search Committee was created subsequent to the end of fiscal year 2014. During fiscal year 2014, we also paid an additional annual2017, each Member of the Search Committee will receive a fixed cash retainer of $10,000 and the Chair of the Search Committee will receive a fixed cash retainer of $15,000, payable upon conclusion of the search for a successor President and Chief Executive Officer. Non-employee directors may elect to the chairpersonreceive shares of each committeecommon stock in lieu of our Board, and, as of September, increased the annual retainer for our Lead Director to $25,000.their director fees otherwise payable in cash. Directors are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their service on our Board. Non-employee directors also receive stock option awards andThe value of the above-referenced restricted stock awards is reviewed annually. Under our 2015 Omnibus Incentive Plan, such annual restricted stock awards vest in full on the first anniversary of the date of grant. Non-employee directors who have a term expiring not more than 29 days prior to the natural vesting date of their restricted stock award, are deemed to remain in service as a non-employee director until such natural vesting date, but only for purposes of satisfying the vesting restrictions. Otherwise, unvested restricted stock awards are forfeited on the effective date of termination of service as a director. Prior to fiscal 2016, restricted stock awards granted to non-employee directors under our Amended and Restated Equity Incentive Plan. Upon election to our Board, whether elected by our shareholders or by our Board to fill a vacancy, a non-employee director receives a stock option award for 12,000 shares. Thereafter, on the date of the annual meeting of shareholders, each reelected or continuing non-employee director receives a restricted stock award. However, in general, if a non-employee director has received an initial stock option award within six months of an annual restricted stock award, such initial stock option award is in lieu of that year’s annual restricted stock award. For fiscal year 2014, each such restricted stock award was for a number of shares approximately equal in value to $100,000. The value of such restricted stock awards is reviewed annually. For fiscal year 2015, each reelected or continuing non-employee director will continue to receive a restricted stock award for a number of shares approximately equal in value to $103,000. Initial stock option awards and annual restricted stock awards vestPlan vested to the extent of one-third everyper year, commencing upon the first anniversary of the date of grant. All stock options expire upon the earlier of ten years from the date of award or one year from the date of termination of service as a director. Unvested restricted stock awards granted under such plan are forfeited on the 30th30th day after termination of service as a director. Because Mr. Anderson served as a director and an employee of our company during fiscal year 2014,2017, information regarding his compensation is set forth within the section captioned “Executive Compensation.” Because Mr. Wiltz did not begin serving as Interim President and Chief Executive Officer until June 2017, information regarding his compensation is set forth below under the caption “Compensation of Directors.” 19  Compensation of Directors The following table sets forth the compensation of our non-employee directors for fiscal year 2014:2017: Name    Fees Earned or Paid in Cash ($)      Stock Awards ($)(c)      Option Awards ($)(d)      Non-Equity Incentive Plan Compensation ($)      Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)      All Other Compensation ($)      Total ($)   Fees Earned or Paid in Cash ($) Stock Awards ($)(c) Option Awards ($)(d) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) John D. Buck      79,125         100,006         —           —           —           —           179,131    140,000 116,007 - - 256,007 Alex N. Blanco(a) - - - - Jody H. Feragen      66,000         100,006         —           —           —           —           166,006    120,000 116,007 - 236,007 Peter L. Frechette(a)      —           —           —           —           —           —           —      Andre B. Lacy(b)      80,125         100,006         —           —           —           —           180,131    Sarena S. Lin      7,750         —           —           —           —           —           7,750    100,000 116,007 - 216,007 Charles Reich(a)      18,833         —           —           —           —           —           18,833    Ellen A. Rudnick      69,500         100,006         —           —           —           —           169,506    115,000 116,007 - 231,007 Neil A. Schrimsher      7,750         —           —           —           —           —           7,750    100,000 116,007 - 216,007 Harold C. Slavkin      66,000         100,006         —           —           —           —           166,006    Les C. Vinney      62,000         100,006         —           —           —           —           162,006    115,000 116,007 - 231,007 James W. Wiltz      62,000         100,006         —           —           —           —           162,006    James W. Wiltz(b) 90,000 116,007 - 206,007   (a) Messrs. Frechette and Reich decidedBecause Mr. Blanco began serving on our board of Directors on the first day of fiscal year 2018, he did not to stand for re-election at our 2013 Annual Meeting.receive compensation during fiscal year 2017. (b) Having become our Interim President and Chief Executive Officer in June 2017, Mr. Lacy does not intendWiltz currently receives (1) a monthly base salary of $80,000, (2) eligibility to standparticipate in employee benefit plans, subject to plan terms, and (3) eligibility for re-electiona discretionary bonus in cash or equity at our 2014 Annual Meeting.the end of his interim service. (c) Represents the aggregate grant date fair value of the 2,4842,534 shares of restricted stock awarded to each non-employee director on September 9, 2013,12, 2016, the date of our 2016 annual meeting of shareholders, computed in accordance with FASB ASC Topic 718. Information on the assumptions used to calculate the value of awards is set forth in Note 1514 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 26, 2014.29, 2017. The aggregate number of unvested shares of restricted stock outstanding at fiscal year-end 2017 held by our non-employee directors was as follows: The aggregate number of unvested shares of restricted stock outstanding at fiscal year-end 2014 held by those who served as non-employee directors during fiscal year 2014 was as follows: Name Name Number of Shares of Restricted Stock John D. Buck 5,416 3,374 Alex N. Blanco - Jody H. Feragen 4,434 3,374 Peter L. Frechette —   Andre B. Lacy 5,416 Sarena S. Lin —   3,374 Charles Reich —   Ellen A. Rudnick 5,416 3,374 Neil A. Schrimsher —   3,374 Harold C. Slavkin 5,416 Les C. Vinney 5,416 3,374 James W. Wiltz 5,416 3,374 Total 36,930 23,618 (d) The aggregate number of unexercised stock options outstanding at fiscal year-end 20142017 held by those who served asour non-employee directors during fiscal year 2014 was as follows: Name Name Number of Stock Options John D. Buck 7,500 - Alex N. Blanco - Jody H. Feragen 12,000     Peter L. Frechette Sarena S. Lin —   9,000  Andre B. Lacy 31,866 Sarena S. Lin 12,000 Charles Reich —   Ellen A. Rudnick 29,000 - Neil A. Schrimsher 12,000    Harold C. Slavkin 12,384 Les C. Vinney —   - James W. Wiltz —   - Total 116,750 33,000   21  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding beneficial ownership of our common stock as of July 11, 2014,21, 2017, unless otherwise noted, by (a) each person who is known to us to own beneficially more than 5% of our common stock, (b) each director and nominee for director, (c) each executive officer named in the Summary Compensation Table below, and (d) the current directors and executive officers as a group. The table lists voting securities, including restricted stock held by our directors and executive officers over which they have sole voting power but no investment power. Otherwise, except to the extent noted below, each person identified below has sole voting and investment power over the shares reported. Except as otherwise noted below, we know of no agreements among our shareholders which relate to voting or investment power with respect to our common stock and none of the stated shares has been pledged as security. Name and Address of Beneficial Owner(a)   Amount and Nature of Beneficial Ownership(a)   Percent of Class(b)   Delaware Charter Guarantee & Trust Company dba Principal Trust Company    13,202,739 (c)   13.8% The Vanguard Group    7,990,047 (d)   8.3% Parnassus Investments    7,914,917 (e)   8.3% BlackRock, Inc.    6,724,341 (f)   7.0% Scott P. Anderson    107,548 (g)(h)   * Paul A. Guggenheim    72,475 (g)(h)   * James W. Wiltz    71,300 (i)   * John D. Buck    48,735     * Ellen A. Rudnick    42,235     * Ann B. Gugino    33,129 (g)(h)   * Les C. Vinney    30,561     * Jody H. Feragen    25,897 (j)(k)   * David G. Misiak    24,455 (g)   * Sarena S. Lin     19,488 (j)   * Neil A. Schrimsher    19,488 (j)   * Les B. Korsh    8,786 (g)   * John E. Adent    136 (g)   * Alex N. Blanco    -     - All current directors and executive officers as a group (14 persons)       439,952   (l)     *   Name and Address of Beneficial Owner(1)    Amount and Nature of Beneficial Ownership(1)     Percent of Class(2)   Delaware Charter Guarantee & Trust Company      17,147,421 (3)      16.6 %  1013 Centre Road      Wilmington, DE 19805      The Vanguard Group    �� 5,385,861 (4)      5.2 %  100 Vanguard Blvd.      Malvern, PA 19355      Janus Capital Management LLC      5,252,134 (5)      5.1 %  151 Detroit Street      Denver, CO 80206      R. Stephen Armstrong      154,577 (6)(7)      *    Scott P. Anderson      114,473 (7)      *    James W. Wiltz      133,812 (8)      *    Andre B. Lacy      128,313 (9)(10)      *    Paul A. Guggenheim      98,490 (7)      *    George L. Henriques      50,670 (7)      *    Ellen A. Rudnick      49,747 (10)      *    John D. Buck      38,747 (10)      *    Les C. Vinney      23,073        *    Harold C. Slavkin      21,329 (10)(11)      *    Ranell M. Hamm      20,916 (7)      *    Jody H. Feragen      18,409 (10)      *    Sarena S. Lin      0        *    Neil A. Schrimsher      0        *    All directors and executive officers as a group (19 persons)      972,534 (12)      *         * Represents less than 1%. * Represents less than 1%. (1)(a) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to securities. Securities “beneficially owned” by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days. The same shares may be beneficially owned by more than one person. Includes shares of common stock held by our Employee Stock Ownership Plan and Trust (the “ESOP”).ESOP. Shares reported as owned by the ESOP trustee are also reported as beneficially owned by our executive officers to the extent that shares have been allocated to the ESOP accounts of the named persons. Allocated shares are voted by the ESOP trustee in accordance with the direction of ESOP participants. Generally, unallocated shares and allocated shares as to which no direction is made by the participants are voted by the ESOP trustee in the same percentage as the allocated shares as to which directions are received by the ESOP trustee. Unless otherwise indicated, the address of each shareholder is c/o Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120. (2) (b) Percentage of beneficial ownership is based on 103,341,63295,775,922 shares outstanding as of July 11, 2014.21, 2017. Shares issuable pursuant to options are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. (3) (c) As set forth in Schedule 13G/A filed with the Securities and Exchange Commission by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as trustee for our ESOP on February 10, 2014,2017, represents shares over which shared voting power and shared dispositive power is claimed. The ESOP is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). The reporting person acts as the trustee for our ESOP. The securities reported include all shares held of record by the trustee. The trustee follows the directions of our company, or other parties designated in the trust agreement between our company and the trustee, with respect to voting and disposition of the shares. The trustee, however, is subject to fiduciary duties under ERISA. The trustee disclaims beneficial ownership of the reported shares. As of July 11, 2014,21, 2017, the number of shares reported as beneficially owned included approximately 2,736,9702,189,144 shares held in the unallocated account of the ESOP and approximately 13,810,37510,050,959 shares held in the allocated account of the ESOP. The reporting person’s address is 1013 Centre Road, Suite 300, Wilmington, DE 19805-1265. (4) (d) As set forth in Schedule 13G13G/A filed with the Securities and Exchange Commission by The Vanguard Group (“Vanguard”) on February 12, 2014.10, 2017. The Schedule 13G13G/A reports that Vanguard is an investment adviser with sole voting power over 139,034132,120 shares, shared voting power over 17,780 shares, sole dispositive power over 5,264,2277,836,672 shares, and shared dispositive power over 121,634153,375 shares. The Schedule 13G13G/A further reports that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 105,434106,920 shares as a result of its serving as investment manager of collective trust accounts and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 49,80071,655 shares as a result of its serving as investment manager of Australian investment offerings. The reporting person’s address is 100 Vanguard Blvd., Malvern, PA 19355. (5) (e) As set forth in Schedule 13G/A filed with the Securities and Exchange Commission by Janus Capital Management LLCParnassus Investments (“Janus”Parnassus”) on January 31, 2014.February 14, 2017. The Schedule 13G13G/A reports that JanusParnassus is an investment adviser with sole voting power and sole dispositive power over the reported shares. The Schedule 13G/A further reports that these securities are beneficially owned by clients of Parnassus, which include registered investment companies. The reporting person’s address is 1 Market Street, Suite 1600, San Francisco, CA 94105. (f) As set forth in Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. (“BlackRock”) on January 25, 2017. The Schedule 13G/A reports that BlackRock is a parent holding company/control person and has a direct 96.74% ownership stake in INTECHfor BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd., BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (“INTECH”) and a direct 99.61% ownership stake in Perkins(Australia) Limited, BlackRock Investment Management (UK) Ltd., BlackRock Investment Management, LLC, (“Perkins”). Janus, INTECHBlackRock Japan Co Ltd., BlackRock Life Limited. The Schedule 13G/A reports that BlackRock has sole voting power over 5,895,930 shares and Perkins are registered investment advisers, each furnishing investment advice tosole dispositive power over 6,724,341 shares. The Schedule 13G/A further reports that various registered investment companies and to individual and institutional clients (collectively, the “Managed Portfolios”). As a result of Perkins’ role as an investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 4,782,134 shares held by the Managed Portfolios. However, Perkins does notpersons have the right to receive anyor the power to direct the receipt of dividends from, or proceeds from the sale of, the shares held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of INTECH’s role as an investment adviser or sub-adviser to the Managed Portfolios, INTECH may be deemed to be the beneficial owner of 470,000 shares held by the Managed Portfolios. However, INTECH does not have the right to receive any dividends from, or proceeds from the sale of, the shares held in the Managed Portfolios and disclaims any ownership associated with such rights. The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of the reported shares, heldbut no one person’s interest in their respective accounts.the reported shares is more than 5% of the total outstanding shares. The reporting person’s address is 55 East 52nd Street, New York, NY 10055. (6) Includes 59,786 shares pledged as collateral in connection with a margin brokerage account. (7)(g) Includes the following shares allocated to the ESOP account of the following persons: R. Stephen Armstrong (13,237 shares); Scott P. Anderson (16,579(18,130 shares); Paul A. Guggenheim (12,874(10,655 shares); George L. Henriques (11,490Ann B. Gugino (9,139 shares); David G. Misiak (14,862 shares); Les B. Korsh (320 shares); and Ranell M. Hamm (662John E. Adent (136 shares). The ESOP trustee has the right to receive, and the power to direct the receipt of, dividends from such shares. (8) (h) Includes shares purchasable by the named person upon the exercise of options granted under our Amended and Restated Equity Incentive Plan or our 2015 Omnibus Incentive Plan: Scott P. Anderson (20,200 shares); Paul A. Guggenheim (6,600 shares); and Ann B. Gugino (7,400 shares). (i) Of the shares reported as beneficially owned, 11,7486,748 shares are held in trust for members of Mr. Wiltz’s family and 70,16512,817 shares are held in a revocable trust of which Mr. Wiltz is a trustee. (9) Of the shares reported as beneficially owned, 57,900 shares are held in a revocable trust of which Mr. Lacy is the trustee and 7,800 shares are held by Mr. Lacy’s Grantor Retained Annuity Trust. (10)(j) Includes shares purchasable by the named person upon the exercise of options granted under our 2001 Non-Employee Directors’ Stock Option Plan or our Amended and Restated Equity Incentive Plan: Andre B. Lacy (31,866 shares); Ellen A. Rudnick (29,000 shares); John D. Buck (7,500 shares); Harold C. Slavkin (12,384 shares); and Jody H. Feragen (12,000 shares); Sarena S. Lin (7,000 shares); and Neil A. Schrimsher (12,000 shares). (11) (k) Of the shares reported as beneficially owned, 3501,000 shares are held by Dr. Slavkin’s spouse.in a revocable trust of which Ms. Feragen is a trustee. (12) (l) Includes 82,03442,556 shares allocated to ESOP accounts, 116,75058,600 shares purchasable upon the exercise of options, and 267,59846,659 shares over which there is sole voting power but no investment power. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and provide us with copies of such reports. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no Forms 5 were required for those persons, we believe that, during the past fiscal year, our officers, directors and greater than 10% shareholders complied with applicable filing requirements.requirements, except that a Form 4 was filed late on behalf of Mr. Misiak reporting the sale by Mr. Misiak of 301 shares of common stock on March 2, 2017. 24  EXECUTIVE COMPENSATION Compensation Discussion and Analysis Compensation Philosophy Our company is committed to a compensation philosophy that links executive compensation to the attainment of business objectives and earnings performance, over the near and longer term, which in turn will enable us to attract, retain and reward executive officers who contribute to our success. In keeping with our company’s compensation philosophy, our Compensation Committee’s goal is to provide market-competitive compensation packages that emphasize our commitment to consistent long-term profitable growth and our belief that a substantial portion of the total compensation received by our executive officers should be dependent upon the performance of the business annually and over time. Our Compensation Committee (the “Committee”) annually evaluatesoversees and determines all components of compensation formakes decisions regarding our Chief Executive Officer and the other executive officers. The Committee considers current salary ranges, salaries and bonus potential for each position, management’s overall salary objectives, the amount of compensation to be placed at risk, the use of short-term versus long-term incentives, the use of equity awards, the alignment of executive compensation and benefit programs. The following discussion should be read in conjunction with the enhancementSummary Compensation Table, and related tables and footnote disclosures setting forth the compensation of shareholder value, the levelsfollowing named executive officers: Named Executive Officer Position Scott P. Anderson (a) Former President and Chief Executive Officer of Patterson Companies Ann B. Gugino Executive Vice President, Chief Financial Officer & Treasurer of Patterson Companies John E. Adent (b) Former Chief Executive Officer of Patterson Animal Health Paul A. Guggenheim (c) Western Region President of Patterson Dental (Former Chief Executive Officer of Patterson Dental and Former Chief Innovation Officer of Patterson Companies) David G. Misiak (d) President of Patterson Dental North America Les B. Korsh Vice President, General Counsel & Secretary of Patterson Companies (a) Mr. Anderson ceased serving as our President and Chief Executive Officer on June 1, 2017. (b) Mr. Adent ceased serving as Chief Executive Officer of Patterson Animal Health on July 2, 2017. (c) Mr. Guggenheim ceased serving as Chief Executive Officer of Patterson Dental effective June 15, 2016, and ceased serving as our Chief Innovation Officer effective June 1, 2017. (d) Mr. Misiak became President of Patterson Dental North America on November 1, 2016. Executive Summary During fiscal 2017, Patterson continued to move through a period of strategic investment and change, responding to the evolving needs of our customers and implementing an enterprise resource planning (“ERP”) system to modernize our technology infrastructure for future capabilities. While we have made tremendous progress on these initiatives, our fiscal 2017 financial performance did not meet our expectations. Therefore, we have taken steps to reflect this performance in our executive compensation. Below is a summary of our fiscal 2017 financial results from continuing operations that we believe is helpful in understanding our compensation decisions and philosophy: ■ Net Sales: Consolidated net sales in fiscal 2017 were $5.6 billion, an increase of 3.8% from the prior fiscal-year period. The inclusion of Animal Health International, Inc. results for approximately six additional weeks in fiscal 2017 had a 3.6% favorable impact on sales. ■ Gross Profit: Consolidated gross profit margin decreased 130 basis points from the prior year to 23.3%. The decrease in the gross profit margin rate was predominantly the result of the inclusion of sales and cost of sales from Animal Health International, Inc. in our results for a full year in fiscal 2017, as that business traditionally has lower gross margins than our historical businesses. In addition, the Animal Health segment gross margin rate declined when compared to the prior year, primarily as a result of pricing pressure from branded pharmaceutical manufacturers. 25  ■ Operating Income: Operating income from continuing operations, a key driver of incentive compensation, was $287.9 million, or 5.1% of net sales, in fiscal 2017, compared to $347.7 million, or 6.5% of sales, in fiscal 2016. The decrease in operating income from continuing operations was driven primarily by an impairment charge based on our November 2016 decision not to extend sales exclusivity for the full Sirona portfolio of products and increased expenses related to our ERP system initiative. The decrease in operating income as a percent of sales was mainly due to these same factors. ■ Net Income and Earnings Per Share from Continuing Operations: Net income from continuing operations decreased 6.4% to $173.8 million in fiscal 2017, compared to $185.7 million in the prior year. Earnings per diluted share from continuing operations were $1.82 in fiscal 2017, compared to $1.90 in the prior year. The following table provides a summary of our Total Shareholder Return (“TSR”) performance over the past three years, both on an absolute basis and relative to the S&P 400 constituent companies: Historical TSR Measurement Period Patterson TSR Percentile Rank of Patterson’s TSR Relative to S&P 400 Constituents 1 Year (FY17) -0.7% 18th percentile 2 Years (FY16 – FY17) -3.5% 27th percentile 3 Years (FY15 – FY17) 14.9% 37th percentile While we experienced many positive developments in fiscal 2017, at the end of the year the overall value of our fiscal 2017 executive compensation package was below the targeted level, reflecting our performance orientation and challenging goals. Fiscal 2017 Direct Compensation—Value Reflecting Fiscal 2017 Performance* *     Actual annual incentives are earned amounts, based on fiscal 2017 corporate, business unit, and individual performance. Long-term incentives (“LTI”) consist of stock options, restricted stock units and performance units, and for all employeespurposes of this chart are valued based on the stock price at the end of the fiscal 2017 and other issues. The Committee also considers other available information, including other published reports, data and surveys not specifically prepared forrelative-TSR performance through the Committee, general compensation trends, market conditions, and the Committee members’ experience with other organizations. In addition, in eachend of fiscal years 20132017. As a result, the actual LTI values presented in this chart might not be paid. Furthermore, the actual LTI values presented include zero value for stock options because all stock options, including the July 1, 2015 special one-time option grant referenced in the Outstanding Equity Awards at Fiscal Year-End table below, were underwater at the end of fiscal 2017, and 2014, the Committee engaged Towers Watson, an independent compensation consultant that has no other ties to our company or its management, to review compensation competitiveness, payzero value for performance and short term andunits since relative-TSR performance was at the 20th percentile of the S&P 400 through the end of fiscal 2017.  26 Also, we also had prior long-term incentive compensation design. Our compensation structure isgrants that vested during fiscal 2017, including the result of the Committee’s analysis of the effectiveness and competitiveness of the composition of our compensation structure, including cash (both base salary and annual incentives), equity and deferred compensation programs, compared to trends in the market as determined by publicly available data and as informed by our compensation consultant’s review. In each of fiscal years 2013 and 2014, our peer group consisted of 14 local, regional and national representatives in distribution, dental manufacturing, and general industries that would potentially compete for the same talent that we would seek to recruit. The names of such companies appear below:following:   ■ Portions of the restricted stock awarded during fiscal 2012 through 2016 vested and were released during fiscal 2017 (i.e., each award vests in 20% increments over five years). ■ C. H. Robinson Worldwide, Inc. Henry Schein, Inc. School Specialty, Inc. Dentsply International Inc. MSC Industrial Direct Co. Inc. Sirona Dental Systems, Inc. Donaldson Company, Inc. MWI Veterinary Supply, Inc. Thermo Fisher Scientific Inc. Ecolab Inc. Owens & Minor, Inc. United Stationers Inc. Fastenal Company W. W. Grainger, Inc.Performance units granted during fiscal 2015 had performance criteria based on Operating Income Growth and Return on Invested Capital (“ROIC”) for the performance period of fiscal years 2015 through 2017. However, the committee’s assessment of performance resulted in the decision to provide zero payout for these performance units. Based onCompensation Philosophy, Practices and Components Compensation Philosophy The committee is guided by the foregoing reviews,following objectives that are believed to be key to the Committee has determined that the compensationsuccessful execution of our Chief Executive Officerstrategic business imperatives, enhancing growth opportunities and the other executive officers named in the Summary Compensation Table below is consistent with our compensation philosophy, properly aligned with performance as comparedproviding benefits to our peer group, market-competitive, reasonable and not excessive.shareholders: Compensation PoliciesPractices Employment Agreements:    We have not entered into any employment agreements withThe committee leverages best practices in governing our named executive officers. All of our named executive officers are employed at will. Change-in-Control Arrangements:    In July 1999, we entered into a letter agreement with R. Stephen Armstrong, our Executive Vice President, Treasurer and Chief Financial Officer. Pursuant to the agreement, Mr. Armstrong is entitled to receive certain benefits upon a change-in-control termination. If (a) within the 210 calendar-day-period immediately following a change-in-control Mr. Armstrong’s employment is terminated for any reason other than death, cause, disability or retirement, (b) within such 210 calendar-day-period, Mr. Armstrong terminates his employment for good reason, or (c) prior to a change-in-control the termination of Mr. Armstrong’s employment was either a condition of the change-in-control or was at the request or insistence of a person (other than our company) related to the change-in-control, then we will make a lump-sum cash payment to Mr. Armstrong in an amount equal to the sum of (i) 12 times his monthly base compensation plus (ii) an amount equal to his target incentive under the then-existing management incentive plan at the 100% payout level. Further, on the first anniversary of the date of termination, we will make an additional lump-sum cash payment to Mr. Armstrong equal in amount to the aggregate initial lump-sum cash payment made under the letter agreement. Our Amended and Restated Equity Incentive Plan provides that awards issued under that plan are fully vested and all restrictions on the awards lapse in the event of a change in control, as defined in such plan. Additionally, our Capital Accumulation Plan provides that on an event of acceleration, as defined in the plan, the restrictions on awards of restricted stock lapse and such stock becomes fully vested. Impact of Tax and Accounting Treatment on Compensation Decisions:    The Committee makes every reasonable effort to ensure that all compensation paid to our executives is fully deductible, provided it determines that application of applicable limits are consistent with our needs and executive compensation philosophy.programs. Therefore, there are certain things that we proudlydo and do not do: What We Do What We Do Not Do Our income tax deduction for executive compensation is generally limited by Section 162(m) of the Code to $1 million per executive per year. This limit applies ■    Generally target executive compensation to be competitive at the median ■    Emphasize the majority of our program in variable pay ■    Use equity to drive a long-term perspective aligned with shareholders ■    Promote stock ownership with competitive stock ownership guidelines ■    Provide change-in-control cash severance payments exceeding three times base salary and target annual incentives ■    Allow stock option repricing or discounted stock option granting ■    Offer change-in-control tax gross-ups to our Chief Executive Officer and the other named executive officers What We Do What We Do Not Do ■    Include shareholder perspectives in our program plans and designs, including the incorporation of clawback and double trigger protections ■    Cap payouts in our annual short-term incentive awards (MICP) ■    Annually review our pay for performance relationship and conduct a compensation risk assessment ■    Pay dividends or dividend equivalents on unearned or unvested performance shares ■    Allow our executives or directors to hedge or pledge company stock ■    Use employment or golden parachute agreements for executives, except in specific circumstances that provide a commensurate benefit to the company By incorporating the above practices, and avoiding problematic practices, the committee believes that we are in a strong position to accomplish our business strategy and compensation philosophy. Compensation Components To assist in understanding the intended goals of the committee, we have described, at a high level, each of our primary compensation elements in the following table: Element Purpose Key Features Base Salary ■    Provide a fixed level of compensation ■    Reflect competitive practices ■    Salary levels set based on an assessment of: ●   Level of responsibility ●   Experience and time in position ●   Individual performance ●   Future potential ●   Competitiveness ●   Internal pay equity considerations ●   Salary levels are reviewed annually by the committee and adjusted as appropriate Annual Management Incentive Compensation Plan (“MICP”) ■    Provide formulaic incentives to achieve or exceed annual budgeted Adjusted Operating Income (“AOI”) and revenue growth ■    Include individual performance objectives for each executive ■    Link pay to performance ■    Incentive payouts range from threshold to maximum levels, depending on level of performance ■    Performance below the threshold level will result in zero payout Performance Units ■    Provide executive officers with incentives to achieve long-term success ■    Performance measure represents relative TSR versus the S&P 400 Element Purpose Key Features ■    Align executive officers’ interests with the interests of our shareholders ■    TSR results at or above the 50th percentile are required for a target (or higher) payout ■    3-year performance period Stock Options ■    Encourage sustained shareholder value creation via stock price increases ■    10-year term ■    3-year vesting Restricted Stock Units ■    Provide opportunities for equity ownership ■    Encourage retention of executives ■    5-year ratable vesting criteria Base Salary The committee annually reviews base salaries for the executive officers to determine an appropriate amount considering the factors identified in the Summary Compensation Table below. However, Section 162(m) also provides that qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. The Committee does not have a policy requiring aggregate compensation to meet the requirements for deductibility under Section 162(m). Stock Ownership Guidelines:    In March 2007, the Committee established stock ownership guidelines, which were approved by our Board of Directors, for our key executives and non-employee directors. We believe that promoting share ownership aligns the interests of our key executives with those of our shareholders and provides strong motivation to build shareholder value. We plan to periodically review the stock ownership guidelines. Under our stock ownership guidelines, key executives are expected to own shares of a value equal to a multiple of their annual base pay as follows: Chief Executive Officer – 5x Subsidiary Presidents, Chief Financial Officer and Chief Information Officer – 3x Corporate and Subsidiary Vice Presidents – 2x Our guidelines also provide that non-employee directors are expected to own shares of a value equal to a multiple of five times their annual cash retainer. Executives and directors are expected to achieve target levels over a period of five years. If an executive or director is below the guideline, he or she is expected to retain 75% of the net shares (after satisfying tax obligations) received upon exercise of a stock option or lapsing of restrictions on restricted stock. If the executive or director has met the minimum ownership guideline, he or she is expected to retain 25% of the net shares received. As of July 11, 2014, our executives and directors were in compliance with applicable stock ownership guidelines. Role of Executive Officers:    Messrs. Anderson and Armstrong attended several of the Committee’s meetings to provide certain recommendations to the Committee regarding the compensation of other executive officers and to discuss the financial implications of various compensatory awards and benefit programs. Messrs. Anderson and Armstrong were not present during the Committee’s discussion and determination of their respective compensation. Components of Executive Officer Compensation Our executive officer compensation is designed to reward both company performance and individual performance. Accountability, level of revenue and impact to the organization determine the total compensation value for a position. We believe that a substantial portion of an executive officer’s compensation should be at-risk. Toward that end, we keep base salaries below market medians, and have structured our incentive programs so that if our near and long-term goals are achieved, an executive could obtain total compensation at or above market medians for comparable positions. This practice is compatible with our compensation philosophy that links executive compensation to the attainment of business objectives and earnings performance, over the near and long term, which in turn enables us to attract, retain and reward executive officers who contribute to our success. There are three core components of our executive officer compensation structure: base salary, annual incentives, and long-term awards and incentives. Our compensation philosophy is to target the base pay for our executives at approximately 85% of the market median and bring the executive compensation package at or above market with at-risk pay. Our at-risk pay includes annual incentives and long-term awards and incentives. Our executive officers also have an opportunity to purchase restricted stock under our Capital Accumulation Plan, which is described below. In addition, we provide our executive officers with certain perquisites and other personal benefits. Each individual component of executive compensation is discussed in detail below. The actual pay mix among base salary, annual incentives and long-term awards and incentives for our Chief Executive Officer and our other named executive officers for fiscal year 2014, which is described below, is depicted in the following pie charts:table.   MICP Base Salary.    Annual base salary levels for executive officers are determined by the potential impact of the individual on our company, the skills and experience required by the position, the individual performance of the executive, our overall performance and external pay practices. The Committee annually evaluates and determines the base salary for our executive officers. Our base salary ranges for fiscal year 2014 were consistent with our compensation philosophy. Annual Incentives.    Our named executive officers are eligible for anto earn annual cash incentive paid incompensation under the MICP. A cash throughincentive is payable if a threshold level of performance is achieved, and the Management Incentive Compensation Plan (“MICP”). The objective of the MICP is to encourage greater initiative, resourcefulness, teamwork and efficiency on the part of all key employees whose performance and responsibilities directly affect our profits. The overall goal of the MICP is to reward these officers for achieving superiorultimate payout varies with performance. These annual incentives provide a direct financial incentive to executives to achieve our annual profit goals. The fiscal 2017 MICP was structured in a manner similar to that in place for fiscal 2016. The primary performance measures are reviewed and approved in advancemetric selected by the Committee eachcommittee was Adjusted Operating Income. The committee selected this measure for the following reasons: ■ It is a well-understood financial measure that is communicated in Patterson’s Annual Report on Form 10-K ■ It is a balanced metric that encourages top line revenue growth, profit margins and cost containment ■ The committee believes that this financial measure influences Patterson’s stock price performance and its use effectively aligns the interests of executive officers and shareholders Similar to the prior fiscal year. Individual annualMICP, incentive targetspayouts are designed to vary according to performance outcomes as follows:   FY 2017 MICP Performance Goals:   Level of Achievement Adjusted Operating Income ($mils) Payout Potential Total Company Dental Animal Health Threshold $396.3 $244.8 $68.9 25% Target $466.2 $288.0 $81.0 100% Maximum $536.1 $331.2 $93.2 175% Actual Outcome $381.3 $222.1 $48.9      % of Target 82% 77% 60%   In addition to these financial performance objectives, the committee included individual strategic objectives for each named executive officer are approved byofficer. Objectives for this element considered items such as net sales, Next Generation System (SAP) implementation success, succession planning and team development and integration synergies. This individual element accounts for 15% of the Committee. The targets are positioned at or abovetarget annual incentive opportunity (for corporate officers the market median in order to achieve total direct cash compensation at market levels. The annual targeted bonus potentials for our named executive officers ranged from 75% to 125% of base salary in fiscal year 2014. The annual incentives in fiscal year 2014 for Messrs. Anderson and Armstrong and Ms. Hamm wereremaining 85% is based on our company’s actual income before taxes, LIFO provisionAdjusted Operating Income; for business unit leadership, the remaining 85% is split 15% corporate and incentive compensation (the “Company 70% business unit performance). MICP Income”) compared to budgeted Company MICP Income. The annual incentives in fiscal year 2014 for Messrs. Guggenheim and Henriques were based on the actual Company MICP Income compared to budgeted Company MICP Income (25%), and such officer’s individual business unit’s income after a net working asset charge and before taxes, LIFO provision and incentive compensation (the “Business Unit’s MICP Income”) compared to such officer’s budgeted Business Unit’s MICP Income (75%). The budgets are approved in advance by our Board. The targeted bonus potential pays out at 100% if budgeted performance is achieved. Each executive has the opportunity to increase his or her targeted bonus potential as a percentage of base salary by 3% for each 1% that actual performance exceeds budgeted performance up to 105% of budgeted performance, and by 6% for each 1% thereafter, subject to a cap at a 175% payout for actual performance equal to 115% of budgeted performance. Conversely, the MICP allowed 25%In consideration of the targeted bonus potential to be paid if 85% of the budgetedoverall performance was achieved. No bonus was to be paid if the actual performanceresults for fiscal year 2014 did2017, the minimum financial objectives were not achieve at least 85% of budgeted performance. For fiscal year 2014,met, and, in their discretion, the Company MICP Incomecommittee determined that no payments would be made to executive team members for individual performance target was $401,070,522. Subsequently, our Compensation Committee determined to adjustobjectives. Long-Term Incentives As noted earlier, the Company MICP Income performance target to exclude restructuring charges incurred during fiscal year 2014 due to the nature and determination of such charges relative to the setting of the annual targets for fiscal year 2014. Our company achieved 96% of that adjusted target. For Mr. Guggenheim, his individual budgeted Business Unit’s MICP Income performance target was $269,178,428 and his unit achieved 92% of that target. For Mr. Henriques, his individual budgeted Business Unit’s MICP Income performance target was $27,831,962 and his unit achieved 98% of that target; however, Mr. Henriques was paid an additional bonus of 2% of that target on a discretionary basis due to his exemplary efforts on our company’s U.K. Veterinary acquisition and integration. The composition of the annual incentive plan performance targets for fiscal year 2015 is consistent with that established in fiscal year 2014, while budgeted Company MICP Income has been increased approximately 12% and budgeted Business Unit’s MICP Income for each unit has been increased approximately 7% to 21% over the levels achieved for fiscal year 2014. Individual performance can also be rewarded at the discretion of management and the Committee. For fiscal year 2015, the annual targeted bonus potentials for our named executive officers will range from 75% to 150% of base salary. The targeted bonus potential will pay out at 100% if budgeted performance is achieved. Each executive will have the opportunity to increase his or her targeted bonus potential as a percentage of base salary by 3% for each 1% that actual performance exceeds budgeted performance up to 105% of budgeted performance, and by 6% for each 1% thereafter, subject to a cap at a 175% payout for actual performance equal to 115% of budgeted performance. Long-Term Awards and Incentives.    Our Board has adopted a Long-Term Incentive Plan (“LTIP”) to address a need in our overall compensation package. The objectives of the LTIP are to: (1) create anlong-term incentive program to increase shareholder value over a longer term which does not compete with other benefit plans currently in place; (2) provide a program that assists in retention of and rewards new management employees by creating equity ownership in our company; and (3) recognize that equity compensation may not be appropriate for all management employees. Participants include officers, regional managers, branch managers and other key managers. The LTIP originally provided for awards ofemphasizes performance via stock options and performance units, but also provides retention incentives via restricted stock units. The table below highlights the provisionvalue and number of life insurance. Stock options wereawards granted underto each named executive officer (a thorough description of each vehicle follows). Executive   Performance Units ($ / #)     Stock Options ($ / #)     Restricted Stock Units ($ / #)     Total                                 Scott P. Anderson   $ 1,125,000 19,455     $ 562,500 68,681     $ 562,500 11,605     $ 2,250,000 Ann B. Gugino   $ 325,000 5,620     $ 162,500 19,841     $ 162,500 3,353     $ 650,000 John E. Adent   $ 275,000 4,756     $ 137,500 16,789     $ 137,500 2,837     $ 550,000 Paul A. Guggenheim   $ 250,000 4,323       - -     $ 250,000 5,158     $ 500,000 David G. Misiak   $ 162,500 2,999       - -     $ 162,500 3,432     $ 325,000 Les B. Korsh   $ 170,000 2,940      $ 85,000 10,379     $ 85,000 1,754     $ 340,000 * Note: the employee stock option plans adoptedvalues in 1992 and 2002, andthis table may not exactly equal the life insurance was a split dollar policy owned bySummary Compensation Table due to rounding. Performance Units Effective in fiscal 2016, the individual but funded by our company. The premiums on each such life insurance policy paid by our company created a lien againstcommittee redesigned the policy and were repayable on the earlierperformance unit element of the policy owner’s 65th birthday or 15 years fromexecutive compensation program to emphasize shareholder value creation in a direct way. The committee decided to reference relative TSR versus the initiation ofS&P 400 as its performance measure rather than internal financial objectives, which the policy. Stock options vested incrementally over a three-to-nine year periodcompany had used previously. The program has the following pay for performance relationship, and the life insurance created an immediate death benefit while providing long-term cash value over fiveother features:  30 Patterson Relative TSR Pay for Performance Relationship Additional Performance Features: ■    If absolute TSR is negative, then the payout is capped at the target level ■    The performance units do not have rights to regular dividends during the performance period Similar to 15 years as a supplemental source of retirement income. We ceased paying the premiumsfiscal 2016, for the split dollar life insurance policies under the LTIP in fiscal year 2004 in order to comply with the provisions of the Sarbanes-Oxley Act. Our Chief Financial Officer opted to maintain his split dollar life insurance policy with premium payments in lieu of certain equity awards in fiscal years 2006 through 2014. The premium payments are treated as cash compensation and current taxable income. We discontinued awarding stock options to U.S. participants under the LTIP in fiscal year 2006, but resumed again for certain executives in fiscal year 2015, as described below. As to any award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, the LTIP permits us to accelerate the vesting of options and the lapsing of restrictions on restricted stock awards upon an executive’s termination of employment following attainment of age 65 with at least ten years of service. Beginning in fiscal year 2005, the Committee revised the LTIP to provide awards of restricted stock and performance units under the Equity Incentive Plan. The restricted stock and performance unit ranges are set to provide flexibility in structuring individually appropriate compensation and to create a market competitive component of the overall compensation package for each executive. Annually, the Committee determines a level of compensation under the LTIP for each executive position. Through fiscal year 2014, the approved award level was weighted 75% to restricted stock and 25% to performance units and, except for promotions or new hires that occur during the fiscal year, the numbers of units of these equity components were determined on the first daygranted as part of the fiscal year based upon the closing price2017 compensation program, TSR of our company’s common stock on such date. For fiscal year 2015, the approved award level for the CEO and three business unit Presidents is weighted 25% to restricted stock, 50% to performance units and 25% to stock options and, for the remaining executives, is weighted 50% to restricted stock and 50% to performance units. Our Committee reinstituted the award of stock options to certain executives in fiscal year 2015 to reflect current trends in equity compensation practices, to cause a greater percentage of non-cash compensation to be performance-based, and to facilitate retention through use of a longer term to full vesting. As to all of our executives, the reduced percentage of restricted stock granted in fiscal year 2015 was intended to increase the percentage of equity-based compensation that is performance-based. The numbers of units of these equity components were determined on July 1, 2014 based upon the closing price of our company’s common stock on that date. In general, the restricted stock awards vest 20% each year beginning on the first anniversary of the date of grant,Patterson and the performance units vest on the third anniversary of the award. Prior to fiscal 2012, the restricted stock awards vested 20% each year beginning on the third anniversary of the date of the grant. Upon achievement of pre-determined performance objectives, the outstanding performance units mayS&P 400 will be settled in cash or stock, at the discretion of the Committee. The stock option awards vest three years from the date of award and expire ten years from the date of award. The right to receive the value of the performance units is conditioned upon achieving, during a three-year period, the financial targets established by the Committee at the beginning of the period. In particular, the total value of the award is equivalent to the number of units multiplied by the unit value, which for the awards to date has been the closing price of our company’s common stock on the first day of the fiscal year. For participants to earn 100% of the award, the performance targets must be achieved. The targets, which are established at time of grant, for the awards granted under this program through and including fiscal year 2013, require achieving a specified operating margin in the third year of the performance period and achieving a specified average return on equity for the three-year period. The performance targets for the awards granted under this program in each of fiscal years 2014 and 2015 require achieving specified average operating income growth and average return on invested capital over a three-year period. No units are earned if a specified minimum average operating margin for the relevant three-year period and a specified minimum average return on equity for the relevant three-year period are not achieved. If the minimum performance targets are not met, all units are cancelled. For performance units awarded in fiscal years 2014 and 2015, the number of units an award recipient can earn for performance above the targeted performance is a maximum of 150% of the units awarded. The minimum and maximum ranges are determined by subtracting or adding 20 basis points to the performance targets for the specific award period. The financial targets for performance units awarded in fiscal years 2006 through 2009 were not achieved and, consequently, such awards have been cancelled. In fiscal years 2010 and 2011, the Committee determined that it could better achieve its objectives of incentivizing and retaining our named executive officers by increasing the restricted stock awards made to such officers and not granting performance units. Such determination was made because the uncertainty in the general economy made the selection of performance objectivesmeasured over a three-year period difficult. The Committee believed thatto promote longer-term perspectives, with payouts achieved based on such relative performance. Note, the units granted to Mr. Anderson and Ms. Gugino in fiscal 2015 have expired unvested as a result of Operating Income Growth and ROIC falling below expectations for fiscal years 2015 through 2017. This was the last grant under the prior performance unit design. Stock Options In fiscal 2015 the committee reintroduced stock options into the long-term incentive mix. We maintained this uncertainty could cause the performance units to lose their effectiveness in incentivizing our executives due to circumstances and conditions beyond their control. Commencing fiscal year 2012, the Committee determined that the market in which the company operates had stabilized such that management’s performance objectives could be identified and performance units could effectively incentivize our named executive officers. Consequently,approach in fiscal years 2012, 2013, 20142016 and 2017, as we believe that there is direct alignment between management and shareholder interests. Our recently adopted 2015 Incentive Plan, as described in last year’s proxy statement (and approved by an overwhelming majority of our shareholders), has several positive features that reinforce the Committee awarded performance units withand retention objectives in our compensation philosophy including: ■ 10-year term provides a long-term perspective ■ Flexible vesting criteria can be utilized We believe that the design of this element of long-term incentive compensation inspires a long-term perspective, encourages shareholder value creation and aligns the interests of management and shareholders. Restricted Stock Units While the committee adheres to an overall executive compensation program that is heavily performance-based, we also recognize our objectives of retention and stock ownership. Therefore, 25% of the long-term incentive value is denominated in time-based restricted stock units. This element accomplishes these objectives via the multi-year vesting conditioned upon achieving performance objectivesperiod (20% per year over a three-year period in addition to restricted stock. The minimum performance targets5 years) and highlights our preferences for performance units awarded in fiscal year 2012 were not achieved,an ownership mentality. Other Executive Compensation Arrangements, Policies and Practices Capital Accumulation Plan To encourage employee ownership and as a result, such awards have been cancelled. Capital Accumulation Plan.    Our companyfurther means for retention, Patterson has a deferred compensation, restricted stock purchase plan that is available to certain employees, including executive officers.officers (the “Capital Accumulation Plan”). Under our Capital Accumulation Plan, annually the participants may defer annually up to 25% of their pre-tax compensation into the plan. Restrictedto be used to purchase restricted stock. The stock is purchased with the corresponding salary deferralsdeferral is bought at a 25% discount from the market price of our common stock at the beginning of the calendar year or the end of the calendar year, whichever is lower. In general, the restricted stock purchased  31 under the plan vests in full on the third anniversary of the date of the agreement granting the participant the right to purchase the stock. The participant may elect to defer the compensation beyond the initial deferral period, with the restrictions also continuing for the additional period, with the minimum deferral period being five years. If the participant voluntarily leaves employment during the initial restriction period, 100% of the deferred compensationpurchased restricted stock is forfeited. Health, Welfare and Retirement Benefits Patterson provides a full range of benefits to its executives, including the standard medical, dental and disability benefits generally available to our employees. We also sponsor a qualified 401(k) plan which allows participants to make plan contributions on a pre-tax basis. Perquisites and Other Personal Benefits.    Our company Patterson provides ourthe named executive officers with perquisites and other personal benefits that the Committeecommittee believes are reasonable and consistent with our overall compensation philosophy. ■ Automobile Reimbursement: Each executive is provided the use of a car under the fleet program maintained by our company. ■ Executive Physicals: OurThe executives are encouraged to participate in an executive health program at the Mayo Clinic. A comprehensive evaluation emphasizing all aspects of preventative care is conducted by physicians who are specialists in Internal Medicine and Preventative Medicine. The cost of the physical is reimbursed by our company. ■ Executive Life Insurance Premiums: Our named executive officersThe executives participate in a company-sponsored executive life insurance program. This program provides our named executive officers with a life insurance benefit equal to three times their base salary plus the targeted annual incentive under the MICP. The life insurance benefit is capped at $1,300,000. Premiums, which are set each June, are paid by our company through a payroll gross-up. ■ Amounts Reimbursed for the Payment of Taxes: Our companyPatterson pays an amount necessary to cover executives’ tax obligations for certain perquisites and other personal benefits. In fiscal year 2014, our company2017, Patterson reimbursed executives for the payment of taxes on automobile reimbursement and executive life insurance premiums. ■ Company Contributions to the ESOP: In general, our company makes an annual contribution to the leveraged Employee Stock Ownership Plan (ESOP):    During fiscal year 2014, our(“ESOP”) based on company made a contribution to the ESOPperformance and other considerations equal to approximately 3%a certain percentage of an executive’s eligible compensation, subject to certain statutory limitations. This percentage benefitcontribution is available generally to all our U.S. employees, subject to plan requirements. Say-on-Pay The Committee values However, due to overall company performance being below expectations, there was a nominal contribution for fiscal 2017 resulting from a minimum payment on the opinions of our company’s shareholdersESOP note. ■ Incentive Trips: Expenses incurred by the executive and has implemented anfamily members while attending special events or trips scheduled as rewards for incentivizing sales or other business achievements and for family members traveling with the executive for any purpose, are reported as imputed income to the executive. Stock Ownership Guidelines We believe that promoting share ownership aligns the interests of our executives and directors with those of our shareholders and provides strong motivation to build shareholder value. Under our stock ownership guidelines, key executives are expected to own shares of a value equal to a multiple of their annual base pay as follows: ■ Chief Executive Officer – 5x ■ Subsidiary Presidents, Chief Financial Officer– 3x  32 ■ Corporate and Subsidiary Vice Presidents – 2x ■ Non-employee directors – 5x annual advisory vote on our executive compensation program. Atcash retainer Executives and directors are expected to achieve target levels over a period of five years. If an executive or director is below the guideline, he or she is expected to retain 75% of the net shares (after satisfying tax obligations) received upon exercise of a stock option or lapsing of restrictions on restricted stock. If the executive or director has met the minimum ownership guideline, he or she is expected to retain 25% of the net shares received. As of July 21, 2017, our executives and directors were in compliance with applicable stock ownership guidelines. Employment Agreements Our company does not use employment or golden parachute agreements for executives, except in specific circumstances that provide a commensurate benefit to the company. Therefore, Patterson has not entered into any employment agreements with the named executive officers and the named executive officers are employed at will, except as described below. In May 2015, just prior to the company’s acquisition, Animal Health International, Inc. entered into an employment agreement with John Adent, which provided for Mr. Adent’s employment as President and Chief Executive Officer of Patterson Animal Health. The agreement provided that Mr. Adent would be paid an annual base salary and such bonuses and other compensation as set by Patterson Animal Health from time to time, as well as participate in other employee benefit plans and expense reimbursement. In the event of a termination without cause of Mr. Adent, or for good reason by Mr. Adent, within 30 days prior, on the date of, or within two years following a change in control of Patterson Animal Health, Mr. Adent would have been entitled to severance pay in an amount of two times the sum of (1) his then-current annual base salary and (2) the average annual cash incentive bonus paid or payable to Mr. Adent in respect of the two most recent fiscal years ending prior to such date. Mr. Adent also would have been eligible for payment of a prorated portion of his expected annual cash incentive bonus for the fiscal year in which the effective date of the termination occurs, based on actual performance through such date, and 18 months of COBRA coverage payments. In the event of a termination without cause of Mr. Adent, or for good reason by Mr. Adent, on or after two years following a change in control of Patterson Animal Health, Mr. Adent would have been entitled to severance pay in an amount equal to 12 months of his base salary. Mr. Adent agreed to certain restrictive covenants, including nondisclosure, non-competition, non-recruitment, non-interference, and non-disparagement provisions, for the period of his employment and for certain periods thereafter. The severance agreement we entered into with Mr. Adent dated June 21, 2017 is described below under the caption “Potential Payments upon Termination or Change in Control.” Change-in-Control Arrangements Although we have not entered into any other change-in-control agreements, our Amended and Restated Equity Incentive Plan provides that awards issued under that plan are fully vested and all restrictions on the awards lapse in the event of a change in control, as defined in such plan. Furthermore, under our 2015 Omnibus Incentive Plan, if the surviving or acquiring company in a change in control assumes our company’s outstanding incentive awards or provides for their equivalent substitutes, such plan provides for accelerated vesting of incentive awards following a change in control only upon the termination of the employee’s service, a material reduction in an employee’s base salary, a discontinuation of participation in certain long-term cash or equity benefits provided to comparable employees, a significant change in job responsibilities or the need to relocate, provided these events occur within two years of a change in control. Additionally, our Capital Accumulation Plan provides that on an event of acceleration, as defined in the plan, the restrictions on shares of restricted stock lapse and such stock becomes fully vested.  33 Determining Executive Compensation The committee is responsible for the review and approval of all aspects of the executive compensation program. The committee meets regularly each year to (among other items): ■ Establish the 2013 annual meeting of shareholders, more than 99%base salary and MICP target opportunity for each of the votes cast onexecutives for the say-on-pay advisory proposal were cast in favorcurrent fiscal year ■ Determine the actual annual incentive compensation to be paid to each executive for services provided during the prior year ■ Establish plan targets and performance measures for the three-year performance period for performance units beginning with the current year for long-term incentive awards ■ Determine the number of our company’sperformance units earned, if any, under the long-term incentive program for the three-year performance period ending with the prior fiscal year ■ Determine restricted stock units and stock option awards and any other equity-based awards to be granted to executive compensation program. In light of the approval by a substantial majority of our company’s shareholders of our company’s executive compensation program at the 2013 annual meeting of shareholders, the Committee did not make any material changes to our company’s executive compensation program during fiscal year 2014.officers When making individual compensation decisions for the executives, the committee takes many factors into account. These factors include subjective and objective considerations of each individual’s skills, performance and level of contribution towards desired business objectives, our company’s overall performance, retention concerns, the individual’s tenure and experience with our company and in his or her current position, the recommendations of management and the independent compensation consultant, the individual’s current and historical compensation, the committee’s compensation philosophy, and comparisons to other comparably situated executives (both those of our company and those of peer companies). The committee’s process utilizes input, analysis and review from a number of sources, including our company’s management, other independent directors of the Board, the committee’s independent compensation consultant, and market studies and other comparative compensation information as discussed below. The committee uses this information in conjunction with its own review of the various components of our executive compensation program to determine the base salary and annual short-term and long-term incentive targets and opportunities of the executive officers as a group and individually. Role of Executive Officers in Determining Compensation The committee meets with the Chief Executive Officer annually to review the performance of the other executives. The meeting includes an in-depth review of each executive officer, achievement of individual performance objectives established at the beginning of the year and individual contributions towards achievement of our business goals. A summary of the performance review is presented to the full Board each year. The committee considers input from the Chief Executive Officer and other select executives when developing and selecting metrics and performance objectives that may be referenced in the annual short-term or long-term incentive program, and evaluating performance against such pre-established metrics and objectives. The committee also receives recommendations from the Chief Executive Officer regarding base salary amounts, annual short-term and long-term incentive award amounts for the other executive officers. In determining the Chief Executive Officer’s compensation, the committee considers comparative compensation information and input from its independent compensation consultant. Role of the Compensation Consultant Willis Towers Watson provides the committee with an annual compensation market analysis for the executives; makes recommendations on the executive pay programs; reviews, participates and comments on executive compensation matters; and provides updates on regulatory changes in compensation related issues and other developments and trends in executive compensation.  34 Market Competitiveness Review The committee reviews recommendations from the independent compensation consultant on a peer group of companies about which competitive compensation data is obtained. For purposes of setting fiscal 2017 compensation, we reanalyzed our peer group in light of the company’s evolving business situation, in particular the divestiture of the Patterson Medical segment and expansion of the Animal Health segment through the acquisition of Animal Health International, Inc. Both management and the committee believe that the resulting peer group of 16 companies provided a robust statistical set of compensation data to serve as a basis for fiscal 2017 compensation decisions. The companies comprising the peer group used to establish fiscal 2017 compensation opportunities of the executive officers are listed below: Anixter International Inc. Summary Compensation TableCR Bard Inc. The following table sets forth information concerning the compensation of our named executive officers for fiscal years 2012, 2013 and 2014.DENTSPLY SIRONA Inc. Essendant Inc. Name and Principal Position Fiscal Year Salary ($) Bonus ($) Stock Awards ($)(a) Option Awards ($) Non-Equity Incentive  Plan Compensation ($)(b) Change in Pension  Value and Non-qualified Deferred Compensation Earnings ($) All Other Compen- sation ($)(c) Total ($) Scott P. Anderson President, Chief Executive Officer and Chairman of Patterson Companies, Fastenal Company Henry Schein, Inc. Hill-Rom Holdings, Inc. MRC Global Inc. MSC Industrial Direct Co. Inc. Owens & Minor Inc. PharMerica Corporation Pool Corp. VCA Inc. VWR Corporation W.W. Grainger, Inc. WESCO International Inc. 2014 2013 2012 601,800 601,800 601,800 —   —   —   1,266,720 1,299,300 1,225,437 —   —   —   661,980 364,089 391,790 —   —   —   40,009 46,337 43,643 2,570,509 2,311,526 2,262,670 R. Stephen Armstrong(d) Executive Vice President, Treasurer and Chief Financial Officer of Patterson Companies, Inc. 2014 2013 2012 296,875 291,054 279,589 —   —   —   434,681 461,038 404,382 —   —   —   261,250 160,080 181,908 —   —   —   195,834 185,812 189,576 1,188,640 1,097,984 1,055,455 Paul A. Guggenheim President of Patterson Dental Supply, Inc. 2014 2013 2012 296,514 290,700 290,700 —   —   —   520,260 511,350 509,904 —   —   —   159,006 177,145 125,364 —   —   —   36,894 48,588 44,150 1,012,674 1,027,783 970,118 George L. Henriques President of Webster Veterinary Supply, Inc. 2014 2013 2012 275,363 264,772 264,772 4,007 —   —   482,500 463,624 463,871 —   —   —   196,319 183,685 106,736 —   —   —   36,790 46,399 44,736 994,979 958,480 880,115 Ranell M. Hamm Chief Information Officer of Patterson Companies, Inc. 2014 2013 2012 228,896 224,408 220,008 —   —   —   301,600 293,174 365,360 —   —   —   151,071 92,568 107,254 —   —   —   38,415 48,588 30,213 719,982 658,738 722,835   (a) Represents the aggregate grant date fair value of shares of restricted stock and performance units computed in accordance with FASB ASC Topic 718. Information on the assumptions used to calculate the value of awards is set forth in Note 15 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 26, 2014. In connection with compensation decisions the committee made for fiscal 2017, Willis Towers Watson utilized compensation data from both the Towers Watson 2016 General Industry Executive Compensation Database and our peer group companies. The reports furnished by compensation consultants provided the committee with market information at the 25th, 50th, and 75thpercentiles for each executive position and pay component, and for total direct compensation, and compared the market compensation data to current pay for each executive. This market information is an important element reviewed by the committee, and provides a basis for adjusting a component of pay, or total direct compensation generally, above or below these ranges to recognize the specific circumstances of individual executive officers in a manner consistent with the stated objectives of the compensation program. Shareholder Approval of our Executive Compensation Program In deciding on the structure of the executive compensation program for fiscal 2017, the committee took into account the perspectives of our shareholders. Historically, Patterson’s shareholders have strongly supported our executive compensation programs with the overwhelming majority of shares voted at our annual meetings approving, on an advisory basis, the compensation of our named executive officers. We continue to consider the perspectives of our shareholders in the design and administration of our executive compensation programs. Other Related Considerations Compensation Risk Assessment The committee annually considers the designs of our executive compensation programs relative to risk. This assessment includes an analysis of our overall compensation philosophy, the program value and plan design, and our governance processes to ensure that we are promoting superior performance in a responsible way relative to risk. In addition, in fiscal 2017, the committee engaged Willis Towers Watson to assess the potential for risk stemming from our compensation programs. Following its assessment, including its review of the report of its compensation consultant, the committee concluded that our executive compensation programs are unlikely to create a material adverse effect on Patterson.  35 Impact of Tax and Accounting Treatment on Compensation Decisions The committee makes every reasonable effort to ensure that all compensation paid to our executives is fully deductible, provided it determines that application of applicable limits are consistent with our needs and executive compensation philosophy. Our income tax deduction for executive compensation is generally limited by Section 162(m) of the Code to $1 million per executive per year. This limit applies to our Chief Executive Officer and the other named executive officers identified in the Summary Compensation Table below. However, Section 162(m) also provides that qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. The committee has flexibility to disregard the requirements for deductibility under Section 162(m) when necessary to ensure compensation appropriately aligns with the compensation philosophy. Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for fiscal 2015, 2016 and 2017. Name and Principal Position Fiscal Year Salary ($)(b) Bonus ($) Stock Awards ($)(c) Option Awards ($) Non-Equity Incentive Plan Compensation ($)(d) Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($)(e) Total ($) Scott P. Anderson (a) Special Advisor to Patterson Companies (Former President and Chief Executive Officer of Patterson Companies) 2017 2016 2015 816,693 770,477 619,353 - - - 1,714,654 1,542,935 1,233,355 562,497 2,498,856    174,528 - 826,160 934,295 - - - 29,232 46,872 40,851 3,123,076 5,685,300 3,002,382 Ann B. Gugino Executive Vice President, Chief Financial Officer and Treasurer of Patterson Companies 2017 2016 2015 428,754 399,167 295,000 - - - 501,648 461,185 409,051 162,498 1,096,357    63,936 - 283,815 295,000 - - - 29,287 46,948 40,897 1,122,187 2,287,472 1,103,884 John E. Adent (a) Former Chief Executive Officer of Patterson Animal Health 2017 2016 408,345 350,000 - - 431,031 312,497 137,502 791,307 - 650,800 - - 30,215 17,819 1,007,093 2,122,423 Paul A. Guggenheim (a) Western Region President of Patterson Dental (Former Chief Executive Officer of Patterson Dental and Former Chief Innovation Officer of Patterson Companies) 2017 2016 2015 405,220 384,482 305,162 - - - 534,983 374,988 392,436 - 834,296  57,024 - 139,200 219,811 - - - 30,507 51,982 47,133 970,710 1,784,948 1,021,746 David G. Misiak (a) President of Patterson Dental North America 2017 2016 2015 345,025 288,016 226,686 - - - 331,705 233,441 286,399 - 585,500 - - 108,841  78,733 - - - 31,247 44,709 37,239 707,977 1,260,508 629,057 Les B. Korsh (a) Vice President, General Counsel and Secretary of Patterson Companies 2017 2016 2015 333,365 280,833 154,167 - - - 265,667 249,993 155,001  85,004 238,000 - - 132,000  55,875 - - - 27,964 25,167 4,213 712,000 925,993 369,256 (a) Mr. Anderson ceased serving as our President and Chief Executive Officer on June 1, 2017. Mr. Adent, who started with Patterson concurrent with our acquisition of Animal Health International, Inc. on June 16, 2015, ceased serving as Chief Executive Officer of Patterson Animal Health on July 2, 2017. Mr. Guggenheim ceased serving as Chief Executive Officer, Patterson Dental and became our Chief Innovation Officer effective June 15, 2016. Mr. Guggenheim ceased serving as our Chief Innovation Officer and became Western Region President of Patterson Dental effective June 1, 2017. Mr. Misiak became President of Patterson Dental North America on November 1, 2016. Mr. Korsh started with Patterson in June 2014 and became Vice President and General Counsel effective July 1, 2015. (b) Includes amounts foregone at the election of the executive to purchase stock under our Capital Accumulation Plan. The receipt of such stock is reported in the Grants of Plan-Based Awards Table below. (c) Represents the aggregate grant date fair value of shares of restricted stock, restricted stock units and performance units computed in accordance with FASB ASC Topic 718. Information on the assumptions used to calculate the value of awards is set forth in Note 14 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 29, 2017. The entries in this column represent the sum of the aggregate grant date fair value of shares of restricted stock, restricted stock units and performance units as well as the incremental value of the aggregate grant date fair value of shares of restricted stock, performance units and restricted stock purchased pursuant to our Capital Accumulation Plan. (b) (d) Represents cash compensation earned under our Management Incentive Compensation Plan. (c) All other compensation for fiscal year 2014 was as follows: Name   Automobile Reimbursement ($)     Executive Physicals ($)     Executive Life Insurance Premiums ($)     Amount Reimbursed for the Payment of Taxes ($)     Compensation Used Towards Insurance Policy in Lieu of Stock Awards ($)     Company Contributions to ESOP ($)     Total ($)   Scott P. Anderson     19,202        2,149        3,327        6,452        —          8,879        40,009    R. Stephen Armstrong     18,449        —          5,200        6,199        157,107        8,879        195,834    Paul A. Guggenheim     18,574        —          3,200        6,241        —          8,879        36,894    George L. Henriques     18,175        —          3,811        5,925        —          8,879        36,790    Ranell M. Hamm     18,449        —          5,268        6,199        —          8,499        38,415    Mr. Armstrong chose to apply a substantial portion of the value of his long-term incentive grants toward the premiums on his split-dollar life insurance policy. These payments are treated as cash compensation and are fully taxableearned under our MICP. Although a nominal amount could have been paid out on certain goals, our Compensation Committee exercised its discretion to him in the year paid to the insurance company. As discussed above, we ceased paying the premiums for split-dollar insurance policies in fiscal year 2004 in order to comply with the provisions of the Sarbanes-Oxley Act. As part of our executive compensation program, policy holders were allowed to continue their insurance policies in lieu of equity awards. Prior to the adoption of the Sarbanes-Oxley Act, the premium payments were not considered compensation, but created a lien against the policy to be repaid to our company upon a maturity event under the policy. (d) Mr. Armstrong plans to step down as our Executive Vice President, Treasurer and Chief Financial Officer effective as of October 31, 2014. Grants of Plan-Based Awards The following table sets forth information concerning estimated possible payouts underaward no non-equity incentive plan awards for fiscal year 2014 performance and equity incentive plan awards granted in fiscal year 2014compensation to our named executive officers. The terms and conditions applicableofficers for fiscal 2017. (e) All other compensation for fiscal 2017 was as set forth in the table below. In addition, infrequently, a family member may accompany an executive traveling on a prepaid corporate flight to these awards are described above ina specific destination for business purposes at no incremental cost to our “Compensation Discussion and Analysis – Componentscompany. Name Automobile Reimbursement ($) Executive Physicals ($) Executive Life Insurance Premiums ($) Amount Reimbursed for the Payment of Taxes ($) Company Contributions to ESOP ($) Incentive Trips ($) Total ($) Scott P. Anderson 14,434 - 3,532 8,463 1,617 1,186 29,232 Ann B. Gugino 14,434 - 3,568 8,482 1,617 1,186 29,287 John E. Adent 14,501 - 5,510 8,587 1,617 - 30,215 Paul A. Guggenheim 14,434 - 3,390 9,097 1,617 1,969 30,507 David G. Misiak 14,434 1,989 4,439 6,996 1,617 1,772 31,247 Les B. Korsh 14,434 - 4,725 7,188 1,617 - 27,964 Grants of Plan-Based Awards The following table sets forth information concerning estimated possible payouts under non-equity incentive plan awards for fiscal 2017 performance and equity incentive plan awards granted in fiscal 2017 to our named executive officers. The terms and conditions applicable to these awards are described above in “Compensation Discussion and Analysis.” Name Type of Grant (a) Grant Date Estimated Possible Payouts Under Non-Equity Incentive            Plan Awards (b)              Estimated Future Payouts Under Equity Incentive Plan                  Awards (d)                 All Other Stock Awards: Number of Shares of Stock or Units (#)   All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($)(e) Threshold ($) Target ($) Maximum ($)(c) Threshold (#) Target (#) Maximum (#)   Scott P. Anderson MICP 7/1/2016 235,750 943,000 1,650,250    - - - -   - - - PU 7/1/2016 - - - 4,864 19,455 38,910 -   - - 1,124,888    RS 7/1/2016 - - - - - - 11,605(f) - - 562,494 CAP 1/1/2017 - - - - - -   2,658(g) - -   27,271 SO 7/1/2016 - - - - - - -   68,681 48.47 562,497 Ann B. Gugino MICP 7/1/2016   80,719 322,875 565,031 - - - -   - - - PU 7/1/2016 - - - 1,405 5,620 11,240 -   - - 324,948 RS 7/1/2016 - - - - - - 3,353(f) - - 162,520 CAP 1/1/2017 - - - - - - 1,382(g) - -   14,179 SO 7/1/2016 - - - - - - -   19,841 48.47 162,498 John E. Adent MICP 7/1/2016   71,750 287,000 502,250 - - - -   - - - PU 7/1/2016 - - - 1,189 4,756  9,512 -   - - 274,992 RS 7/1/2016 - - - - - - 2,837(f) - - 137,509 CAP 1/1/2017 - - - - - - 1,806(g) - -   18,530 SO 7/1/2016 - - - - - - -   16,789 48.47 137,502 Paul A. Guggenheim MICP 7/1/2016   61,500 246,000 430,500 - - - -   - - - PU 7/1/2016 - - - 1,081 4,323  8,646 -   - - 249,956 RS 7/1/2016 - - - - - - 5,158(f) - - 250,008 David G. Misiak MICP 7/1/2016   38,393 153,570 268,748 - - - -   - - - PU 7/1/2016 - - -    541 2,162  4,324 -   - - 125,007 PU 11/1/2016 - - -    209    837  1,674 -   - -   37,498 RS 7/1/2016 - - - - - - 2,579(f) - - 125,004 RS 11/1/2016 - - - - - -   853(f) - -   37,481 CAP 1/1/2017 - - - - - -   657(g) - -     6,741 Les B. Korsh MICP 7/1/2016 51,000 204,000 357,000 - - - -   - - - PU 7/1/2016 - - -    735 2,940 5,880 -   - - 169,991 RS 7/1/2016 - - - - - - 1,754(f) - -   85,016 CAP 1/1/2017 - - - - - - 1,039(g) - -   10,660   SO 7/1/2016 - - - - - - -   10,379 48.47 85,004 (a) “MICP” means estimated possible payout of Executive Officer Compensation.” Name   Grant Date         Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(a)       Estimated Future Payouts Under Equity Incentive Plan Awards(c)     All Other Stock Awards: Number of Shares of Stock or Units (#)(d)     Grant Date Fair Value of Stock and Option Awards ($)(e)       Threshold ($)     Target ($)     Maximum ($)(b)     Threshold (#)     Target (#)     Maximum (#)       Scott P. Anderson       4/29/2013 4/29/2013           188,063        752,250        1,316,438        8,800        17,600        26,400        16,000          663,520 603,200       R. Stephen Armstrong       4/29/2013 4/29/2013           74,219        296,875        519,531        2,215        4,430        6,645        7,100          167,011 267,670       Paul A. Guggenheim       4/29/2013 4/29/2013           55,596        222,386        389,175        3,450        6,900        10,350        6,900          260,130 260,130       George L. Henriques       4/29/2013 4/29/2013           51,631        206,522        361,414        3,900        7,800        11,700        5,000          294,060 188,500       Ranell M. Hamm       4/29/2013 4/29/2013           42,918        171,672        300,426        2,000        4,000        6,000        4,000          150,800 150,800       (a) Represents amounts that could have been paid under our Management Incentive Compensation Plan for service rendered during fiscal year 2014.annual incentive compensation under the MICP. “PU” means estimated future payout under performance unit. “RS” means restricted stock or restricted unit awards. “CAP” means shares purchased under our Capital Accumulation Plan. “SO” means stock options. (b) Represents amounts that could have been paid under our Management Incentive Compensation Plan for service rendered during fiscal 2017. (b) (c) Each executive had the opportunity to increase his or her targeted bonus potential as a percentage of base salary by 3% for each 1% that actual performance exceeded budgeted performance up to 105% of budgeted performance, and by 6% for each 1% thereafter, subject to a cap at a 175% payout for actual performance equal to 115% of budgeted performance. (c) (d) Represents performance units which vest only if performance criteria are met three years after the grant date. (d) Represents restricted stock awards subject to time-based vesting. These awards vest 20% each year, starting one year after the date of grant. Dividends declared and paid on shares of our common stock are accrued at the same rate on this restricted stock. (e) Represents the grant date fair value of performance units, shares of restricted stock, stock options and restricted stock units awarded to each named executive officer, computed in accordance with FASB ASC Topic 718. (f) Represents restricted stock units subject to time-based vesting. These awards vest 20% each year, starting one year after the date of grant. Dividends declared and paid on shares of our common stock are accrued at the same rate on this restricted stock (dividend equivalents in the case of restricted stock units). Accrued amounts are forfeitable and not paid until the related restricted stock award vests. No preferential dividends are paid on such awards. (e) Represents the grant date fair value of performance units and shares of restricted stock awarded to each named executive officer on April 29, 2013, computed in accordance with FASB ASC Topic 718. Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by (g) Represents shares purchased under our named executive officers at fiscal year-end 2014:     Option Awards     Stock Awards   Name   Grant Date   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)   Scott P. Anderson   5/1/2004     8,666 (a)(b)      —          37.75        5/1/2014            24,000 40,360 3,222 (c)  (d)  (e)          982,320 1,651,935 131,812              37,000 (h)      1,514,410    R. Stephen Armstrong   N/A     —          —          N/A        N/A            5,460 17,140 13,150 (c)  (d)  (f)          223,478 701,540 538,230              9,380 (h)      383,923    Paul A. Guggenheim   N/A     —          —          N/A        N/A              7,900 17,220 8,642 12,350 (c)  (d)  (e)  (f)            323,347 704,815 353,544 505,486                 14,400 (h)      589,392    George L. Henriques   N/A     —          —          N/A        N/A            8,460 11,880 12,350 (c)  (d)  (f)          346,268 486,248 505,486              16,400 (h)      671,252    Ranell M. Hamm   N/A     —          —          N/A        N/A            9,900 2,796 2,118 (d)  (e)  (g)          86,690 114,384 405,207              8,300 (h)      339,719    (a) Represents incentive stock options.Capital Accumulation Plan.   (b) Vested to the extent of 2,564 shares on each of May 1, 2007, May 1, 2008 and May 1, 2013, and 974 shares on May 1, 2009. 39  Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our named executive officers at fiscal year-end 2017:   Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Scott P. Anderson - - - - - - - - 68,681(a) 42,698(b) 211,938(c)   20,200(d) - - - - 48.47 49.27 56.66 39.64 - - - - 7/1/2026 7/1/2025 7/1/2025 7/1/2024 - - - - - - - -  20,919(f)  11,605(g)    6,462(h) - - - - - 930,686 516,306 287,494 - - - - - - - -   37,063(i)   - - - - - - - 1,648,933      Ann B. Gugino - - - - - - - - 19,841(a) 12,809(b) 100,000(c)      7,400(d) - - - - 48.47 49.27 56.66 39.64 - - - - 7/1/2026 7/1/2025 7/1/2025 7/1/2024 - - - - - - - -    6,036(f)    3,353(g)    2,436(h) - - - - - 268,542 149,175 108,378 - - - - - - - -   10,902(i)   - - - - - - - 485,030 John E. Adent - - - - - - 16,789(a) 75,000(c)   8,895(e) - - - 48.47 56.66 45.21 - - - 7/1/2026 7/1/2025 9/21/2025 - - - - - -     4,681(g)    1,806(h) - - - - 208,258   80,349 - - - - - -    8,926(i) - - - - - 397,118 Paul A. Guggenheim - - - - - - - 10,674(b) 75,000(c)   6,600(d) - - - - 49.27 56.66 39.64 - - - - 7/1/2025 7/1/2025 7/1/2024 - - - - - - -    6,890(f)    5,158(g)    8,642(h) - - - - 306,536 229,479 384,483 - - - - - - - 8,725(i) - - - - - - 388,175 David G. Misiak - - - - - 50,000(c) - - - - 56.66 - - - - 7/1/2025 - - - - -    5,330(f)    3,432(g)    1,426(h) - - 237,132 152,690   63,443 - - - - - 5,200(i) - - - - 231,348 Les B. Korsh - - - - - - 10,379(a) 25,000(c) - - - - 48.47 56.66 - - - - 7/1/2026 7/1/2025 - - - - - -    3,166(f)    1,754(g)    1,039(h) - - - 140.855   78,035   46,225 - - - - - - 5,141(i) - - - - - 228,723 (a) Represents nonqualified stock options granted on July 1, 2016, which vest 100% after three years. (c) Represents restricted stock which vests 20% each year, starting three years after the grant date. Grant dates for each executive are at the beginning of each fiscal year or when the executive is hired or promoted, if such date is after the initial grant at the beginning of the fiscal year. (b) Represents nonqualified stock options granted on July 1, 2015, which vest 100% after three years. (d) Represents restricted stock which vests (c) Represents one-time special nonqualified stock options granted on July 1, 2015, which vest 25% after three years, another 25% after four years and the remaining 50% after five years. (d) Represents nonqualified stock options granted on July 1, 2014, which vest 100% after three years. (e) Represents nonqualified stock options granted on September 21, 2015, which vest 100% after three years. (f) Represents restricted stock awards which vest 20% each year, starting one year after the grant date. Grant dates for each executive are at the beginning of each fiscal year or when the executive is hired or promoted, if such date is after the initial grant at the beginning of the fiscal year. (e) (g) Represents restricted stock units which vest 20% each year, starting one year after the grant date. Grant dates for each executive are at the beginning of each fiscal year or when the executive is hired or promoted, if such date is after the initial grant at the beginning of the fiscal year. (h) Represents restricted stock purchased under our Capital Accumulation Plan. The restriction period is three years from the grant date, unless an extension is elected by the plan participant. (f) Represents restricted stock which vests 20% after three years, another 30% after four years and the remaining 50% after five years. (i) Represents performance units which vest only if performance criteria are met three years after the grant date. Performance units granted on July 1, 2014 (with a performance period ending April 28, 2017) were determined to payout at zero percent.   (g) Represents restricted stock which vests 100% after five years. Option Exercises and Stock Vested The following table sets forth information concerning the exercise of options and vesting of restricted stock for our named executive officers during fiscal 2017:   Option Awards   Stock Awards Name Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($) Scott P. Anderson   -         -       37,284     1,751,973 Ann B. Gugino   -         -       7,565     355,865 John E. Adent   -       -     460     21,258 Paul A. Guggenheim   -         -       12,689     601,653 David G. Misiak   -       -     7,091     334,634 Les B. Korsh   -         -       2,929     143,665   (h) Represents performance units which vest only if performance criteria are met three years after the grant date. All unvested performance units at fiscal year-end 2014 were granted at the beginning of fiscal year 2013 or 2014 and therefore will vest only if performance criteria are met after fiscal year 2015 or 2016, respectively. Option Exercises and Stock Vested The following table sets forth information concerning the exercise of options and vesting of restricted stock for our named executive officers during fiscal year 2014:      Option Awards      Stock Awards   Name    Number of Shares Acquired on Exercise (#)      Value Realized on Exercise ($)      Number of Shares Acquired on Vesting (#)      Value Realized  on Vesting ($)   Scott P. Anderson      —           —           15,020         584,372    R. Stephen Armstrong      3,930         9,550         12,222         489,738    Paul A. Guggenheim      1,688         5,485         13,130         525,120    George L. Henriques      3,022         9,775         12,170         488,789    Ranell M. Hamm      —           —           1,680         63,928    For stock awards in fiscal year 2014, the number of shares in the table above represents the vesting of restricted stock awards, except for 2,735 of the shares listed for Mr. Anderson which are shares purchased under our Capital Accumulation Plan for which the restrictions lapsed. The values in the table above are based on the closing price of our common stock on the date the shares vested or the restrictions lapsed. Potential Payments upon Termination or Change in Control Upon the termination of a named executive officer, such person may be entitled to payments or the provision of other benefits, depending on the event triggering the termination. The events that would trigger a named executive officer’s entitlement to payments or other benefits upon termination, and the value of the estimated payments and benefits are described in the following table, assuming a termination date and, where applicable, a change in control date of April 26, 2014, and a stock price of $40.91 per share, which was the closing price of one share of our common stock on April 25, 2014 (the last trading day of fiscal year 2014):      Scott P. Anderson      R. Stephen Armstrong      Paul A. Guggenheim      George L. Henriques      Ranell M. Hamm   Involuntary Termination without Cause                Severance/Salary Continuation    $ 150,450       $ 74,219       $ 74,129       $ 68,841       $ 57,224    Capital Accumulation Plan Benefits      78,387         —           181,783         —           67,553                                                 Total:    $ 228,837       $ 74,219       $ 255,912       $ 68,841       $ 124,777                                                 Involuntary Termination without Cause following Change in Control, or Voluntary Termination following Change in Control                Severance/Salary Continuation    $ 150,450       $ 1,113,281       $ 74,129       $ 68,841       $ 57,224    Gain on Accelerated Stock Options      —           —           —           —           —      Accelerated Restricted Stock and Performance Unit Awards      4,148,665         1,187,729         2,123,040         1,503,768         831,616    Capital Accumulation Plan Benefits      131,812         —           353,544         —           114,384                                                 Total:    $ 4,430,927       $ 2,301,010       $ 2,550,713       $ 1,572,609       $ 1,003,224                                                 Death or Disability                Gain on Accelerated Stock Options    $ —         $ —         $ —         $ —         $ —      Accelerated Restricted Stock and Performance Unit Awards      861,167         1,004,422         1,103,882         771,531         67,944    Capital Accumulation Plan Benefits      131,812         —           353,544         —           114,384                                                 Total:    $ 992,979       $ 1,004,422       $ 1,457,426       $ 771,531       $ 182,328                                                 Retirement    $ —         $ —         $ —         $ —         $ —                                                   Total:    $ —         $ —         $ —         $ —         $ —                                                   Our severance policy generally provides 90 days of salary continuation, subject to management discretion to increase or decrease such severance benefit. Our severance policy may also be superseded by an individual agreement with a named executive officer. This is the case in connection with the above-described agreement with R. Stephen Armstrong, our Executive Vice President, Treasurer and Chief Financial Officer. See “Compensation Discussion and Analysis – Compensation Policies – Change-in-Control Arrangements” For stock awards in fiscal 2017, the number of shares in the table above represents the vesting of restricted stock awards, except for 3,163 of the shares listed for Mr. Anderson, 887 of the shares listed for Ms. Gugino, and 494 of the shares listed for Mr. Misiak, which are shares purchased under our Capital Accumulation Plan for which the restrictions lapsed. The values in the table above are based on the closing price of our common stock on the date the shares vested or the restrictions lapsed. Potential Payments upon Termination or Change-in-Control Upon the termination of a named executive officer, such person may be entitled to payments or the provision of other benefits, depending on the event triggering the termination. The events that would trigger a named executive officer’s entitlement to payments or other benefits upon termination, and the value of the estimated payments and benefits are described in the following table, assuming a termination date and, where applicable, a change-in-control date of April 29, 2017, and a stock price of $44.49 per share, which was the closing price of one share of our common stock on April 28, 2017 (the last trading day of fiscal 2017). Information regarding the actual payments upon termination of the named executive officers who are no longer executive officers of our company appears in the narrative below the table.   Ann B. Gugino David G. Misiak Les B. Korsh Involuntary Termination without Cause                         Severance/Salary Continuation   $ 107,625     $ 96,250     $ 85,000   Capital Accumulation Plan Benefits     78,277       46,340       32,000   Total:   $ 185,902     $ 142,590     $ 117,000     Involuntary Termination without Cause following Change-in-Control, or Voluntary Termination following Change-in-Control                         Severance/Salary Continuation   $ 107,625     $ 96,250     $ 85,000   Gain on Accelerated Stock Options     35,890       -       -   Accelerated Restricted Stock, Restricted Stock Units and Performance Units     1,231,973       763,537       447,614   Capital Accumulation Plan Benefits     108,378       63,443       46,225   Total:   $ 1,483,866     $ 923,230     $ 578,839     Death or Disability                         Gain on Accelerated Stock Options   $ -     $ -     $ -   Accelerated Restricted Stock, Restricted Stock Units and Performance Units     417,717       389,821       218,891   Capital Accumulation Plan Benefits     108,378       63,443       46,225   Total:   $ 526,095     $ 453,264     $ 265,116     Retirement   $ -     $ -     $ -   Total:   $ -     $ -     $ -                             We have a practice of generally providing 90 days of salary continuation, subject to management discretion to increase or decrease such severance benefit. Our severance policy may also be superseded by an individual agreement with a named executive officer. See “Compensation Discussion and Analysis” for further information. Although we have not entered into any other change-in-control agreements, our Amended and Restated Equity Incentive Plan provides that awards issued under that plan are fully vested and all restrictions on the awards lapse in the event of a change-in-control, as defined in such plan. Furthermore, under our 2015 Omnibus Incentive Plan, if the surviving or acquiring company in a change-in-control assumes our company’s outstanding incentive awards or provides for their equivalent substitutes, such plan provides for accelerated vesting of incentive awards following a change-in-control only upon the termination of the employee’s service, a material 42  reduction in an employee’s base salary, a discontinuation of participation in certain long-term cash or equity benefits provided to comparable employees, a significant change in job responsibilities or the need to relocate, provided these events occur within two years of a change-in-control. Additionally, our Capital Accumulation Plan provides that on an event of acceleration, as defined in the plan, the restrictions on shares of restricted stock lapse and such stock becomes fully vested. An event of acceleration occurs if (a) a person has acquired a beneficial ownership interest in 30% or more of the voting power of our company, (b) a tender offer is made to acquire 30% or more of our company, (c) a solicitation subject to Rule 14a-11 of the Exchange Act relating to the election or removal of 50% or more of our Board of Directors occurs, or (d) our shareholders approve a merger, consolidation, share exchange, division or sale of our company’s assets. On June 1, 2017, Scott P. Anderson ceased serving as our President and Chief Executive Officer. We entered into a transition agreement with Mr. Anderson, dated June 1, 2017, pursuant to which Mr. Anderson will serve in a non-officer Special Advisor capacity through July 1, 2019 during which time he has agreed to be available to us to advise on certain matters at our sole request. Upon July 1, 2019, Mr. Anderson will retire from our company (the “Retirement Date”). The period between June 1, 2017 and the Retirement Date or Mr. Anderson’s earlier termination date is the “Transition Period.” Mr. Anderson will remain subject to termination for cause during the Transition Period. During the Transition Period, conditioned upon Mr. Anderson’s continued employment during that time, he will (a) continue to be paid his current annualized salary of $820,000, (b) not be eligible for any bonuses or further equity awards, (c) continue to vest in his existing equity awards, and (d) remain eligible to participate in the Capital Accumulation Plan and our other employee benefit plans, subject to plan terms. Upon signing a separation and release agreement at the end of the Transition Period, unless he has been terminated for cause, Mr. Anderson will receive a severance payment of $1,100,000 (the “Severance Payment”), which amount will be paid in installments over the course of the non-competition provision described below. If Mr. Anderson breaches any provision of the transition agreement or we terminate his employment prior to the Retirement Date with cause, payment obligations to Mr. Anderson would cease and he would be obligated to repay to our company all moneys paid to him to which he would not otherwise be entitled absent the transition agreement. Among the commitments entered into in the transition agreement, Mr. Anderson agreed to post-employment non-compete and non-solicitation provisions through June 30, 2020, as well as a non-disclosure provision. If Mr. Anderson is terminated for cause prior to the Retirement date, he has acknowledged and agreed that, despite being ineligible to receive the Severance Payment, he will nevertheless remain bound by these and his other commitments contained in the transition agreement. On July 2, 2017, John E. Adent ceased serving as Chief Executive Officer of Patterson Animal Health. We entered into a severance agreement with Mr. Adent, dated June 21, 2017. Under the terms of the severance agreement and in consideration of a general waiver and release of claims, Mr. Adent will be paid (a) the severance pay and COBRA coverage payments provided in his Employment Agreement dated May 2, 2015 (“Employment Agreement”) based on a deemed termination date of June 15, 2017; provided, however, that his Cash Compensation (as defined in the Employment Agreement) for purposes of calculating such severance will be the sum of (i) his current annual base salary and (ii) the average annual cash incentive bonus paid to him in respect of fiscal years 2016 and 2015, and (b) a cash payment based on value of the unvested restricted stock units he holds that are outstanding on July 2, 2017. If Mr. Adent materially breaches the severance agreement, payment obligations to Mr. Adent cease unless and until a court or arbitrator determines otherwise. If a court or arbitrator determines Mr. Adent has materially breached the severance agreement, he would be obligated to repay to our company all moneys paid to him under the severance agreement. Among the commitments entered into in the severance agreement, Mr. Adent has agreed to post-employment non-compete and non-solicitation provisions through June 21, 2019, as well as a non-disclosure provision. On June 15, 2016, Paul A. Guggenheim ceased serving as Chief Executive Officer of Patterson Dental. At that time, he became our Chief Innovation Officer. Although Mr. Guggenheim ceased to be an executive officer of our company at that time, he received no additional payments or other benefits due to the transition. Instead, his salary remained unchanged, his equity continues to vest, he remains eligible to receive future equity awards and he remains eligible to participate in employee benefit plans, subject to plan terms. Effective June 1, 2017, Mr. Guggenheim became Western Region President of Patterson Dental. 43  Compensation Policies and Practices as They Relate to Risk Management Our Compensation Committee conducts an annual risk assessment of its compensation policies and practices for all employees, including executive officers. As noted above in “Compensation Discussion and Analysis,” the committee reviewed our company’s risk assessment process and results and determined that our compensation programs are unlikely to create a material adverse effect on Patterson. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our Audit Committee, which is responsible for reviewing any proposed transaction with a related person, has adopted a written policy and procedures for the review, approval and ratification of any related party transaction requiring disclosure under Item 404(a) of Regulation S-K. This policy states that such committee is responsible for reviewing and approving or disapproving all interested transactions, which are defined as any transaction, arrangement or relationship in which (a) the amount involved may be expected to exceed $120,000 in any fiscal year, (b) our company will be a participant, and (c) a related person has a direct or indirect material interest. A related person is defined as an executive officer, director or nominee for director, or a greater than five percent beneficial owner of our company’s common stock, or an immediate family member of the foregoing. There were no transactions requiring disclosure under Item 404(a) of Regulation S-K during fiscal 2017. All future transactions between us and our executive officers, directors and principal shareholders and their affiliates will be reviewed and approved or disapproved by our Audit Committee pursuant to the foregoing policy. Despite not being transactions requiring disclosure under Item 404(a) of Regulation S-K, our Board of Directors reviewed and considered our company’s ongoing transactions with Cargill Feed and Nutrition (“CFN”), where Sarena S. Lin is employed as President, and Ecolab Inc. (“Ecolab”), where Alex N. Blanco is employed as Executive Vice President and Chief Supply Claim Officer. In the ordinary course of business, (1) our company purchased approximately $0.4 million of products from CFN during the CFN fiscal year that is most closely aligned with our fiscal 2017, which amount represented less than 5% of CFN’s consolidated gross revenues for that year and which amount was immaterial to either company’s revenues or operations, (2) our company purchased approximately $15.0 million of products from Ecolab, and Ecolab purchased approximately $1.0 million of products from our company, during the Ecolab fiscal year that is most closely aligned with our fiscal 2017, which aggregate amount represented less than 5% of Ecolab’s consolidated gross revenues for that year and which aggregate amount was immaterial to either company’s revenues or operations. EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of April 29, 2017 about our common stock that may be issued under our existing equity compensation plans. Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)   Weighted-average exercise price of outstanding options, warrants and rights (b)(1)     Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders       1,349,708 (2)   $52.12       6,308,091 (3) Equity compensation plans not approved by security holders         -       -         -   Total       1,349,708     $52.12       6,308,091                               (1) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding performance unit awards, which have no exercise price. (2) Includes 973,474 shares of our common stock to be issued upon exercise of outstanding stock options and 56,991 performance stock units granted at target and unvested under the Amended and Restated Equity Incentive Plan; and includes 218,656 shares of our common stock to be issued upon exercise of outstanding stock options and 100,587 performance stock units granted and unvested under the 2015 Omnibus Incentive Plan at target. (3) Includes 2,900,138 shares of our common stock available for issuance under the 2015 Omnibus Incentive Plan, which replaced our Amended and Restated Equity Incentive Plan provides that(under which no new awards issued under that plan are fully vested and all restrictions on the awards lapse in the event of a change in control, as defined in such plan. Additionally, our Capital Accumulation Plan provides that on an event of acceleration, as defined in the plan, the restrictions on shares of restricted stock lapse and such stock becomes fully vested. An event of acceleration occurs if (a) a person has acquired a beneficial ownership interest in 30% or more of the voting power of our company, (b) a tender offer is made to acquire 30% or more of our company, (c) a solicitation subject to Rule 14a-11 of the Exchange Act relating to the election or removal of 50% or more of our Board of Directors occurs, or (d) our shareholders approve a merger, consolidation, share exchange, division or sale of our company’s assets. Compensation Policies and Practices as They Relate to Risk Management Our company conducted a risk assessment of its compensation policies and practices for all employees, including executive officers. Our Compensation Committee reviewed our company’s risk assessment process and results and determined that our compensation programs are not reasonably likely to have a material adverse effect on our company. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our Audit Committee, which is responsible for reviewing any proposed transaction with a related person, has adopted a written policy and procedures for the review, approval and ratification of any related party transaction requiring disclosure under Item 404(a) of Regulation S-K. This policy states that our Audit Committee is responsible for reviewing and approving or disapproving all interested transactions, which are defined as any transaction, arrangement or relationship in which (a) the amount involved may be expected to exceed $120,000 in any fiscal year, (b) our company will be a participant, and (c) a related person has a direct or indirect material interest. A related person is defined as an executive officer, director or nominee for director, or a greater than five percent beneficial owner of our company’s common stock, or an immediate family member of the foregoing. There were no transactions requiring disclosure under Item 404(a) of Regulation S-K during fiscal year 2014. All future transactions between us and our executive officers, directors and principal shareholders and their affiliates will be reviewed and approved or disapproved by our Audit Committee pursuant to the foregoing policy. PROPOSAL NO. 2 APPROVAL OF 2014 SHARESAVE PLAN Our Board of Directors has approved the adoption of the Patterson Companies, Inc. 2014 Sharesave Plan (the “Sharesave Plan”)granted), subject to shareholder approval. The aggregate number of shares of common stock that may be subject to future grants under our Sharesave Plan is 200,000 shares, subject to adjustment as provided in the Sharesave Plan. The following summary of our Sharesave Plan is qualified in its entirety by the full text of our Sharesave Plan, which is attached asAnnex A to this Proxy Statement. Description of the Plan Purpose.    The purpose of the Sharesave Plan is to provide employees subject to United Kingdom (“U.K.”) taxation a benefit in the form of “share options” and in accordance with the applicable U.K. tax legislation that is comparable to the opportunity offered to full-time employees in the United States to participate in our Employee Stock Purchase Plan (“ESPP”). Under our Sharesave Plan, an officer authorized by our Board (the “Administrator”) invites eligible employees to apply for options to purchase993,074 shares of our common stock available for cash, at a price not less than eighty-five percent (85%) of the fair market value of such shares at the time the invitations are issued. Approval of the Sharesave Plan will serve the interests of our company and our subsidiaries by providing employees subject to U.K. taxation with an opportunity to purchase common stock at a discount to fair market value through accumulated payroll deductions. We believe it is in the best interests of our shareholders that our employees own our common stock, and that ownership enhances our ability to attract and retain highly qualified people capable of assuring our growth, profitability and long-term success. Administration.    Our Sharesave Plan is administered by the Administrator with the assistance of an appointed independent savings carrier. Eligibility.    The persons eligible to apply for an option under our Sharesave Plan on any occasion on which invitations are issued are employees of our company or subsidiaries of our company who are U.K. tax residents and who have been continuously employed for a minimum period not exceeding five years (in practice we propose to set a qualifying period of employment of six months), and any other employees nominated by our Board of Directors. Currently, there are approximately 650 such eligible employees. Invitations and Transferability.    The Administrator has authority to issue invitations under our Sharesave Plan. Invitations are expected to be issued annually, commencing January 2015. Options granted under our Sharesave Plan are not transferable except that, in the event of the participant’s death, the participant’s option generally may be exercised by his or her personal representatives within one year of death. Payment of Option Price.    Any eligible employee who applies for an option under our Sharesave Plan must enter into a “save as you earn” contract (the “Sharesave Contract”) with an appointed independent savings carrier. In the Sharesave Contract, the participant agrees to make monthly savings by payroll deduction of a fixed amount, not less than £10 and up to £500 per month (or such other maximum amount permittedissuance under the relevant legislation from time to time) for a three-year or five-year savings period (three-year is the minimum permissible savings period). Upon expiration of the Sharesave Contract, the participant may be entitled to a tax-free bonus from the savings carrier in addition to repayment of the savings contributions (although at present no such bonuses are payable). The proceeds of the Sharesave Contract can then be used to exercise the option to acquireEmployee Stock Purchase Plan, 2,214,952 shares of our common stock at an option price set in U.S. dollars at the date of invitation, which shall not be less than 85% of the fair market value of a share at the date of invitation. Because the option price is set forth in U.S. dollars and eligible employees must save in U.K. pounds sterling, the number of shares that may be acquired on exercise of an option will be the largest whole number of shares that can be acquired at the option price with the repayment dueavailable under the relevant Sharesave Contract at the date of exercise. For these purposes, the repayment will be converted into U.S. dollars at an exchange rate prevailing at the date of exercise. Exercise and Lapse of Options.    Options are normally only exercisable within six months from the end of the Sharesave Contract. Options can only be exercised using the proceeds of the Sharesave Contract, including, if applicable, the tax-free bonus. The maximum number of shares that can be acquired on the exercise of an option is the number that can be acquired using the proceeds of the Sharesave Contract at the time of exercise. If the participant does not wish to exercise, he or she may still benefit from the proceeds of the Sharesave Contract, including, if applicable, the tax-free bonus. Termination of Employment.    Options will be treated as follows upon termination of participant’s employment: Termination due to death, injury, disability, redundancy or retirement, the transfer of the entity that employs the participant out of the group or, provided the option has been held for at least three years, any other reason apart from the termination of his employment by his employer: a participant may exercise his or her options until six months following the termination of employment (one year if termination is due to death) or the expiration of the term of the option, whichever comes first; options can only be exercised to the extent of the proceeds of the Sharesave Contract at that point; and Termination for any other reason: options lapse upon termination. Adjustments to Options.    Our Board of Directors will make appropriate adjustments to the number of shares subject to options and the exercise price of options, to reflect stock splits, reverse stock splits, and other similar events affecting our common stock, provided that such amendments are permitted by and in accordance with the applicable U.K. tax legislation. Change of Control.    In the event that a company obtains control of us in certain circumstances or there is a solvent liquidation of our company, then options will be exercisable for a specified period of time. On a change of control of our company, a participant may agree with the acquiring company to release his or her options for the grant of equivalent options over shares of the acquiring company. Amendment and Termination.    Our SharesaveCapital Accumulation Plan may be amended by our Board of Directors at any time. However, without the approval of our shareholders, no amendment may be made that would, absent such approval: (i) increase the number of shares that may be issuedwhich includes 288,717 restricted awards unvested under the Sharesave Plan; (ii) permit the grant of options with an option price which is less than 85 percent of the value of a share at the date of invitation; (iii) permit the repricing of outstanding options; (iv) extend the term of the Sharesave Plan; (v) change the class of persons eligible to participate in the Sharesave Plan; or (vi) otherwise implement any amendment required to be approved by shareholders under the rules of any applicable stock exchange or NASDAQ Marketplace Rules. No amendment may be made to the material disadvantage of participants in the SharesaveCapital Accumulation Plan, unless consent is sought from the affected participants and given by a majority of them. Our Board of Directors or a duly constituted committee may terminate our Sharesave Plan at any time and no further options shall be granted after that date, but the rights of existing participants will not be affected by any termination. Ten-Year Term.    No options may be granted under our Sharesave Plan after September 8, 2024, unless renewed by a resolution of our Board of Directors, which amendment shall also be subject to shareholder approval. Tax Consequences Our Sharesave Plan is designed to enable U.K. tax resident participants to receive favorable tax treatment under the tax laws of the U.K. The following paragraphs provide a brief summary of these tax benefits for the participant and the employer company respectively. The three-year savings period described above is the minimum permissible period under applicable U.K. law. For the participant the principal tax consequences of our Sharesave Plan are that: any bonus received under the Sharesave Contract is tax-free; no U.K. income tax (or U.K. social security contributions) applies on the grant of an option; and no U.K. income tax (or U.K. social security contributions) arises upon the exercise of an option, provided that the exercise takes place more than three (3) years after grant in accordance with the rules of our Sharesave Plan. In certain circumstances, no U.K. income tax or U.K. social security contributions arise upon the exercise of an option within three years of the date of grant. Where an option is exercised by a U.K. employee, the participant’s employer company should, subject to satisfaction of the requirements of U.K. tax legislation, ordinarily be able to claim U.K. corporation tax relief for the difference between the amount paid by the participant on the exercise of options and the market value of the option shares on acquisition. This relief is given for the tax period in which the participant acquires the shares. New Plan Benefits It is not possible to determine specific amounts that may be awarded under our Sharesave Plan in the future because we cannot determine who will elect to participate, which participants will exercise their options or elect to withdraw his or her savings or which participants will remain in our employ for the prescribed period of time. Vote Required The affirmative vote of the greater of (i) a majority of the outstanding199,927 shares of our common stock available under the 2014 Sharesave Plan. 45  PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION Introduction We are committed to a compensation philosophy that links executive compensation to the attainment of business objectives and earnings performance, over the near and longer term, which in turn enables us to attract, retain and reward executive officers who contribute to our success. To fulfill this philosophy, our Compensation Committee seeks to provide market-competitive compensation packages that emphasize our commitment to consistent long-term profitable growth and our belief that a substantial portion of the total compensation received by our executive officers should be dependent upon the performance of the business annually and over time. We have structured our annual and long-term incentive-based cash and non-cash executive compensation programs to motivate executives to achieve the business goals of our company and reward them for achieving these goals. We believe our executive compensation program is strongly aligned with the long-term interests of our shareholders. We urge you to read the “Executive Compensation” section of this proxy statement for additional details regarding our executive compensation. Congress has enacted requirements commonly referred to as “say on pay” rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. As required by these rules and related SEC rules under Section 14A of the Exchange Act, we are asking our shareholders to vote on the adoption of the following resolution: BE IT RESOLVED by the shareholders of Patterson Companies, Inc. (“Patterson”) that the shareholders approve the compensation of Patterson’s named executive officers as disclosed in this proxy statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules. As an advisory vote, this proposal is non-binding. Although this vote is non-binding, our Board of Directors and Compensation Committee value the opinions of our shareholders, and will, as they did last year, consider the outcome of this vote when making future compensation decisions for our named executive officers. Our Compensation Committee has implemented an annual advisory vote on our executive compensation program, so, subject to the advisory vote outcome on Proposal No. 3, it is anticipated that the next advisory vote on executive compensation will occur at our 2018 annual meeting of shareholders. Vote Required The affirmative vote of the greater of (1) a majority of the outstanding shares of our common stock present in person or by proxy and entitled to vote on this proposal at the meeting and (2) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, is required to approve this proposal. Abstentions will be considered for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares on this proposal.Our Board of Directors recommends that you voteFOR approval of this proposal. 46  PROPOSAL NO. 3 ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION Introduction In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related rules of the SEC), we are seeking the input of our shareholders on the frequency with which to hold advisory votes on executive compensation. In voting on this proposal, shareholders are provided with four choices. Shareholders may indicate their preference as to whether the advisory vote on executive compensation should occur every one, two or three years; or the shareholders may abstain from voting on this proposal. When this vote was last held at our 2011 annual meeting of shareholders, our shareholders expressed a preference for holding an advisory vote on executive compensation every year. In light of that preference, our Board of Directors determined that it would include an advisory vote to approve executive compensation in our company’s proxy materials every year. After careful consideration, the Board remains of the opinion that shareholder voting on executive compensation should be held every year. We view the manner in which we compensate our executive officers as an essential part of our strategy for achieving sustainable economic growth. We believe that such a vote should be conducted every year so that shareholders may annually express their views on our executive compensation program. While the Board recommends voting on executive compensation every year, shareholders are not voting to approve or disapprove the Board’s recommendation. Rather, shareholders are being provided with the opportunity to cast an advisory vote through the resolution set forth below, on whether the advisory vote on executive compensation should occur every one, two or three years, or to abstain from voting on the matter. BE IT RESOLVED that the shareholders determine, on an advisory basis, whether the advisory vote on executive compensation of the named executive officers of Patterson Companies, Inc. (“Patterson”) as set forth in Patterson’s proxy statement should occur every one, two or three years. Vote Required As an advisory vote, this proposal is non-binding. Although this vote is non-binding, our Board and its Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions of our shareholders and will consider the outcome of this vote when making a determination regarding how frequently future advisory votes on executive compensation should be held. The alternative receiving the greatest number of votes (every one, two or three years) will be the frequency that shareholders approve.Our Board of Directors recommends a vote, on an advisory basis, for a “say-on-pay” vote every 1 YEAR. PROPOSAL NO. 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee has appointed EY as our independent registered public accounting firm for the year ending April 28, 2018. If the shareholders do not ratify the appointment at the meeting, such committee will consider selection of another firm of independent registered public accountants, but reserves the right to uphold the appointment. Representatives of EY are expected to be present at the meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders in attendance. Principal Accountant Fees and Services EY was our independent registered public accounting firm for the two most recently completed fiscal years. Aggregate fees for professional services rendered for our company by EY for such fiscal years were as follows:   Fiscal Year Ended April 29, 2017 Fiscal Year Ended April 30, 2016 Audit Fees   $ 3,001,159     $ 2,526,572   Audit-Related Fees     65,000       454,001   Tax Fees     156,546       418,337  (a) All Other Fees     1,995       1,995   Total   $ 3,224,700     $ 3,400,905                     (a) Does not include $408,800 of fees paid to EY by proxy and entitledLanai Holdings III, Inc. (“Lanai”) for costs incurred to vote on this proposal atperform the meeting and (ii)tax analysis required as a majorityresult of the minimum number of shares entitleddirect foreign purchases Lanai elected to vote that would constitute a quorum for the transaction of business at the meeting, is required to approve this proposal. Abstentions will be considered for purposes of calculating the vote, but will not be considered to have been votedmake in favor of such matter. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares on this proposal.Our Board of Directors recommends that you voteFOR approval of this proposal. EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of April 26, 2014 about our common stock that may be issued under all of our existing equity compensation plans. All of these plans have been approved by our shareholders, except the Canadian Plan. Plan Category    Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)      Weighted-average exercise price of outstanding options, warrants and rights (b)      Number of securities remaining available for future issuance under  equity compensation plans (excluding securities reflected in column (a)) (c)   Equity compensation plans approved by security holders      389,052       $ 35.29         7,381,573    Equity compensation plans not approved by security holders      —           —           1,919,895                         Total      389,052       $ 35.29         9,301,468                         Effective June 2000, we adopted the Canadian Plan. The Canadian Plan permits eligible employees who are designated and awarded an option to purchase such option through salary deductions. The option purchase price is equal to 37.5% of the market price on the date of grant. Options may be exercised three years after the grant date and terminate five years after the grant of the option. Options may be exercised to purchase shares at a price equal to the remaining 62.5% of the market price on the date of grant. A total of 2,000,000 shares of common stock were originally reserved for issuance under the Canadian Plan. PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION Introduction We are committed to a compensation philosophy that links executive compensation to the attainment of business objectives and earnings performance, over the near and longer term, which in turn will enable us to attract, retain and reward executive officers who contribute to our success. To fulfill this philosophy, our Compensation Committee seeks to provide market-competitive compensation packages that emphasize our commitment to consistent long-term profitable growth and our belief that a substantial portion of the total compensation received by our executive officers should be dependent upon the performance of the business annually and over time. We have structured our annual and long-term incentive-based cash and non-cash executive compensation programs to motivate executives to achieve the business goals of our company and reward them for achieving these goals. We believe our executive compensation program is strongly aligned with the long-term interests of our shareholders. We urge you to read the “Executive Compensation” section of this proxy statement for additional details regarding our executive compensation. Congress has enacted requirements commonly referred to as “say on pay” rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. As required by these rules under Section 14A of the Exchange Act, we are asking our shareholders to vote on the adoption of the following resolution: BE IT RESOLVED by the shareholdersPatterson’s sale of Patterson Companies,Medical Holdings, Inc. (“Patterson”) that the shareholders approve the compensation of Patterson’s named executive officers as disclosed in this proxy statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules. Audit fees were for professional services rendered for the audits of the consolidated financial statements, statutory audits of subsidiaries, and reviews of Securities and Exchange Commission filings. Audit-related fees were for employee benefit plan audits, audits in connection with proposed transactions, and due diligence assistance on proposed transactions. Tax fees were for assistance with U.S. and international tax compliance, planning, transaction cost analyses and other tax advisory services related to various company initiatives. All other fees were for use of an online research tool proprietary to EY. Our Audit Committee has determined that the provision of services covered by the foregoing fees is compatible with maintaining the principal accountant’s independence. See “Our Board of Directors and Committees – Committee Responsibilities – Our Audit Committee and Its Report.” The projects and categories of service are as follows: Audit – These services include the work necessary for the auditor to render an opinion on our consolidated financial statements. Audit services also include audit or attest services required by statute or regulation, such as comfort letters, consents, reviews of Securities and Exchange Commission filings, statutory audits in non-U.S. locations and attestation reports on internal control over financial reporting required under the Sarbanes-Oxley Act. Audit Related Services – These services consist primarily of audits of benefit plans, due diligence assistance, accounting consultation on proposed transactions and internal control reviews. 48  Tax Services – Tax services consist of acquisition due diligence, transaction cost analysis, integration matters, review and consultation on tax provision and filings and other tax matters. Other Services – The committee believes that other services are not an integral part of the examination of our company’s financial statements, and that other services may raise a real or perceived question as to the auditor’s independence. Accordingly, a very strong rationale must be presented to support the selection of the auditor for other services, and alternative service providers should also be considered. Recommendation Our Audit Committee and our Board of Directors recommend that you voteFOR the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending April 28, 2018. ANNUAL REPORT TO SHAREHOLDERS The Notice Regarding the Availability of Proxy Materials will contain instructions as to how you can access our annual report to shareholders, including our Annual Report on Form 10-K containing financial statements for the fiscal year ended April 29, 2017, over the Internet. It will also tell you how to request, free of charge, a paper or e-mail copy of our Annual Report on Form 10-K. No part of our annual report to shareholders is incorporated herein and no part of the annual report to shareholders is to be considered proxy-soliciting material. We will furnish to each person whose proxy is being solicited, upon written request of such person, a copy of any exhibit described in the exhibit list accompanying the Form 10-K, upon the payment, in advance, of reasonable fees related to our furnishing of such exhibit(s). Written requests for copies of such exhibit(s) should be sent to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota, 55120, Attention: Investor Relations. HOUSEHOLDING OF PROXY MATERIALS The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the proxy materials, including the Notice Regarding the Availability of Proxy Materials, with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials, including the Notice Regarding the Availability of Proxy Materials, addressed to those shareholders, unless the affected shareholder has provided contrary instructions. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. This year, a number of brokers with account holders who are Patterson shareholders will be “householding” our proxy materials, including the Notice Regarding the Availability of Proxy Materials. A single Notice Regarding the Availability of Proxy Materials and, if applicable, a single set of proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice Regarding the Availability of Proxy Materials and, if applicable, a separate set of proxy materials, please notify your broker or us. Direct your written request to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota, 55120, Attention: Investor Relations. Shareholders who currently receive multiple copies of the proxy materials, including the Notice Regarding the Availability of Proxy Materials, at their addresses and would like to request “householding” of their communications should contact their brokers. 49  SHAREHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING If a shareholder wishes to present a proposal for consideration for inclusion in the proxy materials for the 2018 annual meeting of shareholders, the proposal must be sent by certified mail, return receipt requested, and must be received at the executive offices of Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120, Attn: Les B. Korsh, Vice President, General Counsel and Secretary, no later than April 6, 2018. All proposals must conform to the rules and regulations of the Securities and Exchange Commission. Our Bylaws provide that, except in the case of proposals made in accordance with Rule 14a-8 under the Exchange Act, for shareholder proposals to be considered at an annual meeting of shareholders, the shareholder must have given timely notice thereof in writing to our Corporate Secretary. To be timely for consideration at the 2018 annual meeting of shareholders, a shareholder’s notice must be delivered to or mailed and received at our executive offices by June 20, 2018. In addition, the proxy solicited by the Board for the 2018 annual meeting of shareholders will confer discretionary authority to vote on any proposal presented by a shareholder at that meeting for which we have not been provided with notice on or prior to June 20, 2018. A copy of our Bylaws may be obtained by written request to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120, Attn: Les B. Korsh, Vice President, General Counsel and Secretary. As an advisory vote, this proposal is non-binding. Although this vote is non-binding, our Board of Directors and Compensation Committee value the opinions of our shareholders, and will, as it did last year, consider the outcome of this vote when making future compensation decisions for our named executive officers. Our Compensation Committee has implemented an annual advisory vote on our executive compensation program, so the next such shareholder advisory vote will occur at our 2015 annual meeting of shareholders. Vote Required The affirmative vote of the greater of (i) a majority of the outstanding shares of our common stock present in person or by proxy and entitled to vote on this proposal at the meeting and (ii) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, is required to approve this proposal. Abstentions will be considered for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares on this proposal.Our Board of Directors recommends that you voteFOR approval of this proposal. PROPOSAL NO. 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee has appointed EY as our independent registered public accounting firm for the year ending April 25, 2015. If the shareholders do not ratify such appointment at the meeting, our Audit Committee will consider selection of another firm of independent registered public accountants, but reserves the right to uphold the appointment. Representatives of EY are expected to be present at the meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders in attendance. Principal Accountant Fees and Services EY was our independent registered public accounting firm for the two most recently completed fiscal years. Aggregate fees for professional services rendered for our company by EY for such fiscal years were as follows:      Fiscal Year Ended April  26, 2014      Fiscal Year Ended April  27, 2013   Audit Fees    $ 1,674,557       $ 1,542,594    Audit-Related Fees      55,000         50,000    Tax Fees      614,712         626,923    All Other Fees      3,555         3,790                      Total    $ 2,347,824       $ 2,223,307                      Audit fees were for professional services rendered for the audits of the consolidated financial statements, statutory audits of subsidiaries, and reviews of Securities and Exchange Commission filings. Audit-related fees were for employee benefit plan audits. Tax fees were for assistance with transaction cost analysis, Canadian tax filings and audits, international tax advisory services, other tax advisory services and other tax matters. All other fees were for use of an online research tool proprietary to EY. Our Audit Committee has determined that the provision of services covered by the foregoing fees is compatible with maintaining the principal accountant’s independence. See “Our Board of Directors and Committees – Committee Responsibilities – Our Audit Committee and Its Report.” The projects and categories of service are as follows: Audit—These services include the work necessary for the auditor to render an opinion on our consolidated financial statements. Audit services also include audit or attest services required by statute or regulation, such as comfort letters, consents, reviews of Securities and Exchange Commission filings, statutory audits in non-U.S. locations and attestation reports on internal control over financial reporting required under the Sarbanes-Oxley Act. Audit Related Services—These services consist primarily of audits of benefit plans, due diligence assistance, accounting consultation on proposed transactions and internal control reviews. Tax Services—Tax services consist of acquisition due diligence, transaction cost analysis, integration matters, review and consultation on tax provision and filings and other tax matters. Other Services—The committee believes that other services are not an integral part of the examination of our company’s financial statements, and that other services may raise a real or perceived question as to the auditor’s independence. Accordingly, a very strong rationale must be presented to support the selection of the auditor for other services, and alternative service providers should also be considered. Recommendation Our Audit Committee and our Board of Directors recommend that you voteFOR the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending April  25, 2015. ANNUAL REPORT TO SHAREHOLDERS A copy of our annual report to shareholders for the fiscal year ended April 26, 2014, which includes our Annual Report on Form 10-K, accompanies the notice of annual meeting, this proxy statement and the related proxy card. No part of the annual report to shareholders is incorporated herein and no part of the annual report to shareholders is to be considered proxy-soliciting material. We will send a copy of our Annual Report on Form 10-K for the fiscal year ended April 26, 2014, or any exhibits thereto, as filed with the Securities and Exchange Commission, to any shareholder upon written request to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota, 55120, Attention: Investor Relations. HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the proxy materials with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. This year, a number of brokers with account holders who are Patterson Companies, Inc. shareholders will be “householding” our proxy materials. A single set of proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of proxy materials, please notify your broker or us. Direct your written request to Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota, 55120, Attention: Investor Relations. Shareholders who currently receive multiple copies of the proxy materials at their addresses and would like to request “householding” of their communications should contact their brokers. SHAREHOLDER PROPOSALS FOR THE 2015 ANNUAL MEETING If a shareholder wishes to present a proposal for consideration for inclusion in the proxy materials for the 2015 annual meeting of shareholders, the proposal must be sent by certified mail, return receipt requested, and must be received at the executive offices of Patterson Companies, Inc., 1031 Mendota Heights Road, St. Paul, Minnesota 55120, Attn: Jonelle R. Burnham, no later than April 7, 2015. All proposals must conform to the rules and regulations of the Securities and Exchange Commission. Under Securities and Exchange Commission rules, if a shareholder notifies us of his or her intent to present a proposal for consideration at the 2015 annual meeting of shareholders after June 21, 2015, we, acting through the persons named as proxies in the proxy materials for such meeting, may exercise discretionary authority with respect to such proposal without including information regarding such proposal in our proxy materials. OTHER MATTERS Our Board of Directors does not know of any other matter that will be presented at the annual meeting other than the proposals discussed in this proxy statement. However, if any other matter properly comes before the meeting, your proxies will act on such matter in their discretion. BY ORDER OF THE BOARD OF DIRECTORS Scott P. Anderson James W. Wiltz Interim President and Chief Executive Officer, and Chairman of the Board Director St. Paul, Minnesota August 4, 2017 August 5, 2014 ANNEX A PATTERSON COMPANIES, INC. 2014 SHARESAVE PLAN Adopted by the board of directors of Patterson Companies, Inc. on June 10th 2014 (subject to shareholder approval) 1. DEFINITIONS AND INTERPRETATION 1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings: “Appropriate Period” the relevant period referred to in paragraph 38(3) of Schedule 3; “Associated Company” the meaning given by paragraph 47 of Schedule 3 except for the purpose of rules 5.6.5 and 5.10 when that expression shall have the meaning described in paragraph 35(4) of Schedule 3; “Board” subject to rule 7.9, the board of the Company or a duly authorised committee of the board or any officer of the Company to whom the board of the Company has delegated authority for the purposes of the Plan, provided, however, that the board of the Company may not delegate authority to an officer of the Company to take action with respect to the following: the term “Eligible Employee” in rule 1.1, rule 7.1; rule 7.7; rule 10.1; rule 11.1; and rule 13.1; “Bonus” any sum payable to a Participant by way of a terminal bonus on completion of a Sharesave Contract; “Bonus Date” in respect of any Option, the earliest date on which any Bonus becomes payable under the related Sharesave Contract; “Company” Patterson Companies, Inc. incorporated in Minnesota under number7L-610; “Constituent Company” a)      the Company; and b)      any other company which: i)       is a Subsidiary of the Company; and ii)     is under the Control of the Company; “Control” the meaning given by section 995 of the Income Tax Act 2007 except for the purposes of rule 5.6.5 where that expression shall have the meaning described in sections 450 and 451 of the Corporation Tax Act 2010; “Date of Invitation” the date on which the Board invites applications for Options; “Dealing Day” any day on which NASDAQ is open for business; “Dealing Restrictions” restrictions imposed by any share dealing code adopted by the Company, or any applicable laws or regulations which impose restrictions on share dealing; “Eligible Employee” a)      any person who is an employee (but not a director) or a Full-Time Director of a Constituent Company and: i)       who has such qualifying period (if any) of continuous service (being a period not exceeding five years prior to the Grant Date) as the Board may in its absolute discretion determine from time to time; and ii)     whose earnings from the office or employment by reason of which he satisfies the requirement in paragraph (a) are (or would be if there were any) general earnings to which section 15 of ITEPA applies; and b)      any other director or employee of any Constituent Company whom the Board may in its absolute discretion select from time to time; “Full Time Director” an employee who is a director of any Constituent Company and is required under his contract of employment to work for more than 25 hours per week (excluding meal breaks); “Grant Date” the date on which an Option is granted; “HMRC” HM Revenue & Customs; “ITEPA” the Income Tax (Earnings and Pensions) Act 2003; “ITTOIA” the Income Tax (Trading and Other Income) Act 2005; “Market Value” on any day the market value of a Share as agreed with HMRC on or before that day for the purposes of the Plan and in no event less than the closing price of a Share on NASDAQ on the previous Dealing Day, provided that, where the Shares are subject to a Restriction, their Market Value shall be determined as if they were not subject to such Restriction; “Maximum Contribution” the maximum aggregate Monthly Contribution which a Participant may make under all Sharesave Contracts linked to options granted to him under the Plan or any other savings-related share option plan that meets the requirements of Schedule 3, being the lesser of: (a)    £500 per month or such other maximum amount as may be permitted by paragraph 25(3)(a) of Schedule 3 from time to time; and (b)    such other maximum Monthly Contribution as may be determined from time to time by the Board; “Minimum Contribution” £10 or such other greater amount as the Board may determine from time to time but not exceeding the minimum monthly contribution permitted by paragraph 25(3)(b) of Schedule 3; “Monthly Contributions” monthly contributions agreed to be paid by a Participant under the Sharesave Contract and expressed in UK Pounds Sterling; “NASDAQ” the Nasdaq Global Select Market of the Nasdaq Stock Market Inc. “Non-UK Company Reorganisation” the meaning given by paragraph 47A of Schedule 3; “Option” a right to acquire Shares under the Plan; “Option Price” subject to any adjustment pursuant to rule 10, the price per Share, expressed in US Dollars as determined by the Board, at which an Eligible Employee may acquire Shares upon the exercise of an Option being not manifestly less than 85 per cent of the Market Value of a Share on the Date of Invitation or a date specified in the invitation to apply for an Option (such date being no earlier than the Date of Invitation and no later than the Grant Date) provided that, if the Shares may only be subscribed for, such price shall not be less than the par value of a Share; “Participant” any person who holds an Option, or following his death, his personal representatives; “Plan” Patterson Companies, Inc. 2014 Sharesave Plan in its present form or as from time to time amended; “Repayment” in relation to a Sharesave Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to rule 2.3.5, any Bonus due at the Bonus Date; “Restriction” the meaning given by paragraph 48(3) of Schedule 3; “Schedule 3” Schedule 3 to ITEPA; “Scheme-Related Employment” the office or employment by reference to which a Participant is eligible to participate in the Plan within the meaning given by paragraph 10 of Schedule 3; “Share” a fully paid up non-redeemable share of the common stock of the Company, par value $0.01 per share, which satisfies the conditions specified in paragraphs 18 to 22 of Schedule 3; “Sharesave Contract” a contract under a certified SAYE savings arrangement (within the meaning of section 703(1) of ITTOIA; “Subsidiary” the meaning given by section 1159 of the Companies Act 2006; “Variation” any capitalisation issue or offer or invitation made by way of rights relating to, or any subdivision, consolidation, reduction or any other variation of, the share capital of the Company in respect of which Options may be adjusted in accordance with rule 10 and the requirements of Schedule 3. 1.2 References in the Plan to: 1.2.1 any statutory provisions are to those provisions as amended or re-enacted from time to time; 1.2.2 the singular include the plural and vice versa; 1.2.3 the masculine include the feminine and vice versa; and 1.2.4 legislation are to legislation of the UK. 1.3 Headings do not form part of the Plan. 1.4 Terms not otherwise defined in the Plan shall have the same meanings as are set out in Schedule 3. 2. APPLICATION FOR OPTIONS 2.1 Subject to rule 2.2, the Board may at any time invite Eligible Employees to apply for Options. 2.2 The issue of invitations to apply for an Option shall be subject to obtaining any approval or consent required by any relevant authority, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas). 2.3 Any invitation to apply for Options shall be sent in writing to all Eligible Employees and shall include details of: 2.3.1 the Option Price or the mechanism by which the Option Price will be determined (which may be different in respect of three and five year Sharesave Contracts); 2.3.2 the Maximum Contribution payable; 2.3.3 the Minimum Contribution payable; 2.3.4 whether the Eligible Employees may elect for a three or five year Sharesave Contract; 2.3.5 whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Sharesave Contract is to be taken as including the Bonus or not; and 2.3.6 the date by which applications must be received (being not earlier than 14 days after the Date of Invitation). 2.4 Applications for Options must incorporate or be accompanied by an application for a Sharesave Contract. 2.5 An application for an Option shall be in writing or in electronic format and in such form as the Board may determine from time to time, provided that the applicant shall be required to state: 2.5.1 the Monthly Contribution (being a multiple of £1 and not less than the Minimum Contribution) which he wishes to make under the Sharesave Contract to be made in connection with the Option for which an application is made; 2.5.2 that his proposed Monthly Contribution (when taken together with any monthly contribution he makes under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or in connection with the grant of an option under any other plan that meets the requirements of Schedule 3) will not exceed the Maximum Contribution; and 2.5.3 if the Eligible Employee may elect for a three or five year Sharesave Contract, his election in that respect. 2.6 If an Eligible Employee’s application for an Option specifies a proposed Monthly Contribution which (when taken together with any monthly contribution he makes under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or in connection with the grant of an option under any other plan that meets the requirements of Schedule 3) exceeds the Maximum Contribution, the Board shall be authorised to reduce his Monthly Contribution so as to comply with the Maximum Contribution. 2.7 Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the Repayment due when the Option is exercised under the Sharesave Contract entered into in connection with the Option. For these purposes, the Repayment shall be converted into US Dollars at the time of exercise at an exchange rate prevailing at that time as determined by the Board. 3. GRANT OF OPTIONS 3.1 Subject to the other provisions of this rule 3, within 30 days of the earliest date by reference to which the Option Price is determined, the Board shall grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares (rounded down to the nearest whole Share) which can be acquired at the Option Price with the Repayment under that Eligible Employee’s Sharesave Contract at the applicable Bonus Date. 3.2 No Option shall be granted to any person if at the Grant Date that person shall have ceased to be an Eligible Employee. 3.3 No Eligible Employee shall be granted an Option to the extent it would at the proposed Grant Date cause the aggregate amount of his contributions under all Sharesave Contracts to exceed the Maximum Contribution. 3.4 No amount shall be paid in respect of the grant of an Option. 3.5 The grant of an Option shall be subject to obtaining any approval or consent required by any relevant authority, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas). 3.6 No Options can be granted unless and until the Plan meets the requirements of Schedule 3. 3.7 No Options shall be granted after the tenth anniversary of the date on which the Plan was approved by the shareholders of the Company. 3.8 At the time an Option is granted, it shall be stated whether or not the Shares which may be acquired on the exercise of the Option may be subject to any Restriction, and if so, the details of such Restriction. 4. PLAN LIMIT 4.1 The maximum number of Shares that may be issued under the Plan is 200,000, provided that in the event that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merge, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company or other similar transaction or event affecting shares of the Company would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Plan, the Board shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits adjust this number. 5. RIGHTS TO EXERCISE OPTIONS 5.1 Subject to rules 5.5 to 5.7 and 7, an Option shall not be exercised earlier than the Bonus Date under the relevant Sharesave Contract. 5.2 Subject to rule 5.5, an Option shall not be exercised later than six months after the Bonus Date under the relevant Sharesave Contract, at which time it shall lapse. 5.3 An Option may be exercised in whole or in part. However, if partial exercise occurs, the unexercised part of the Option shall lapse at the date of exercise. 5.4 Subject to rules 5.5, 5.6, 5.7 and 5.9, a Participant may exercise an Option only while he continues to hold Scheme-Related Employment. 5.5 The personal representatives of a deceased Participant may exercise his Option within: 5.5.1 one year following the date of his death, if such death occurs before the Bonus Date; or 5.5.2 one year following the Bonus Date, if such death occurs on or within six months of the Bonus Date, after which time it shall lapse. 5.6 If a Participant ceases to hold Scheme-Related Employment because of: 5.6.1 injury or disability; 5.6.2 redundancy within the meaning of the Employment Rights Act 1996; 5.6.3 retirement; 5.6.4 a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006; 5.6.5 if the Participant holds office in or is employed by a company which is an Associated Company, that company ceasing to be an Associated Company by reason of a change of Control; or 5.6.6 the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is not an Associated Company where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, he may, subject to rule 5.2, exercise his Option within six months of the date of such cessation after which time, subject to rule 5.5, it shall lapse. 5.7 If a Participant ceases to hold Scheme-Related Employment after the third anniversary of the Grant Date other than as a result of a reason referred to in rule 5.5, rule 5.6 or the termination of the Participant’s employment by his employer, he may, subject to rule 5.2, exercise his Option within six months of the date of such cessation after which time, subject to rule 5.5, it shall lapse. 5.8 If the Participant ceases to hold office or employment with a Constituent Company or an Associated Company in any circumstances where none of rules 5.5, 5.6 or 5.7 apply, his Option shall lapse at that time (regardless of whether such cessation is lawful or unlawful). 5.9 If a Participant ceases to be a director or employee of a Constituent Company but on the Bonus Date is an employee or director of an Associated Company, he may exercise his Option within six months of that date, after which time, subject to rule 5.5, it shall lapse. 5.10 No person shall be treated for the purposes of this rule 5 as ceasing to hold the office or employment by virtue of which that person is eligible to participate in the Plan until that person ceases to hold any office or employment with the Company or any company which is an Associated Company of the Company. 5.11 Notwithstanding any other rule of the Plan, the Option shall lapse on the date on which the Participant gives notice or is deemed to give notice under the Sharesave Contract that he intends to stop paying contributions under the Sharesave Contract or applies for his savings to be repaid. 6. RESTRICTIONS ON TRANSFER AND BANKRUPTCY 6.1 An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, to his personal representatives) and shall lapse immediately on any attempt to do so. 6.2 An Option shall lapse immediately if the Participant is declared bankrupt. 7. TAKEOVER, RECONSTRUCTION AND LIQUIDATION 7.1 Where any of the events described in rule 7.2 occur, then subject to rules 7.4 and 7.7, any Option may be exercised, subject to rules 5.2, 5.3, 5.4, 5.5, and 5.6, within a period of one month (or such longer period as the Board may determine not exceeding six months) of such event, after which time it shall lapse. 7.2 The events referred to in rule 7.1 are: General offer If any person (either alone or together with any person acting in concert with him): 7.2.1 obtains Control of the Company as a result of making i) a general offer to acquire the whole of the issued ordinary share capital of the Company other than that which is already owned by him and persons connected with him (which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or ii) a general offer to acquire all the shares in the Company which are of the same class as the Shares other than those which are already owned by him and persons connected with him; or 7.2.2 already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him and persons connected with him, (notwithstanding that such offer may be made to different shareholders by different means) and such offer becomes wholly unconditional. Non-UK Company Reorganisation A Non-UK Company Reorganisation applicable to or affecting: i) all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or ii) all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 3, becoming binding on the shareholders covered by it. 7.3 Subject to rule 7.4, if the Company passes a resolution for voluntary winding-up, an Option may be exercised, subject to rules 5.2, 5.3, 5.4, 5.5 and 5.6, within six months of the passing of the resolution, after which time it shall lapse. 7.4 An Option shall not become exercisable under rules 7.1 but may, with the agreement of the Participant, be exchanged on the terms set out in rule 7.5 to the extent that: 7.4.1 the relevant event is part of an offer, scheme, compromise or arrangement whereby Control of the Company is to be obtained by another company (the “New Company”); 7.4.2 immediately after the New Company obtains Control of the Company, all or substantially all of the issued share capital of the New Company will be owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control; and 7.4.3 the New Company agrees to grant New Options in accordance with rule 7.5 in consideration for the release of any Options which have not lapsed. Any Option which is not so exchanged shall lapse at the end of the Appropriate Period. 7.5 If any company (the “Acquiring Company”) obtains Control of the Company in accordance with rule 7.1, any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (the “Old Option”) in consideration of the grant to him of an option (the “New Option”) which is equivalent to the Old Option but relates to shares in a different company falling within paragraph 18(b) or (c) of Schedule 3 (whether the Acquiring Company or some other company). 7.6 The New Option shall not be regarded for the purposes of rule 7.5 as equivalent to the Old Option unless the conditions set out in paragraph 39(4) of Schedule 3 are satisfied. For the purposes of the New Option, the provisions of the Plan shall be construed as if: 7.6.1 the New Option is an option granted at the same time as the Old Option; 7.6.2 the Sharesave Contract applicable to the Old Option applies to the New Option; and 7.6.3 except for the purposes of the definitions of “Constituent Company” and “Subsidiary” in rule 1.1, the reference to Patterson Companies, Inc. in the definition of “the Company” in rule 1.1 were a reference to the different company mentioned in rule 7.5. 7.7 Where rule 7.2 applies, the Board may in its discretion allow Options to be exercised during the period of 20 days ending on the date of the relevant event. 7.8 Where Options are exercised pursuant to rule 7.7, if the event referred to in rule 7.2 does not occur, the exercise of those Options shall be of no effect. 7.9 Any reference to the Board in this rule 7 means the members of the Board immediately prior to the relevant event. 7.10 Where, as a result of a person obtaining Control of the Company in accordance with rule 7.1 Shares cease to satisfy the requirements of paragraph 18 to 22 of Schedule 3, an Option may be exercised under rule 7.1 to 7.3 within 20 days of that person obtaining Control, notwithstanding that the Shares no longer satisfy those requirements (but not later than six months after Control has passed). 8. MANNER OF EXERCISE 8.1 An Option may only be exercised during the periods specified in rules 5 and 7 and only with monies not exceeding the amount of the Repayment under the Sharesave Contract as at the date of such exercise. 8.2 An Option may be exercised, in whole or in part, subject to rule 9.2 by the Participant giving notice in writing or in electronic format and in such form as the Board may from time to time prescribe, to the secretary of the Company or his duly appointed agent. Any notice of exercise will only take effect on receipt along with the relevant Option Price or an instruction to withdraw and apply monies from the Sharesave Contract equal to the aggregate Option Price. 8.3 An Option shall be exercised over the largest whole number of Shares (rounded down to the nearest whole Share) which can be acquired at the Option Price with the Repayment due when the Option is exercised. For these purposes, the Repayment shall be converted into US Dollars at the time of exercise at an exchange rate prevailing at that time as determined by the Board. 9. ISSUE OR TRANSFER OF SHARES 9.1 Subject to rule 9.2, the number of Shares in respect of which the Option has been exercised will be issued or transferred as applicable to the Participant within 30 days. 9.2 The exercise of the Option and the issue or transfer of Shares under the Plan shall be subject to obtaining any approval or consent required by any relevant authority, any Dealing Restrictions or any other applicable laws or regulations (whether in the USA, UK or overseas). 10. ADJUSTMENTS 10.1 The number of Shares subject to an Option and the Option Price thereof (and if an Option has been exercised but no Shares have been allotted or transferred pursuant to such exercise, the number of Shares which may be so allotted or transferred and the price at which they may be acquired) shall be adjusted in such manner as the Board shall determine in the event of any Variation provided that no such adjustment shall be made that does not meet the requirements of Schedule 3. 11. AMENDMENTS 11.1 Except as described in this rule 11, the Board may at any time amend the rules of the Plan. If any such amendment would result in the Plan ceasing to meet the requirements of Schedule 3, the amendment will not have effect unless and until the Board has determined that the amendment shall take effect even if this causes the Plan to cease to meet the requirements of Schedule 3. 11.2 Without the approval of the shareholders of the Company, no amendment may be made that would, absent such approval: 11.2.1 increase the number of Shares that may be issued under the Plan; 11.2.2 permit the grant of Options with an Option Price which is manifestly less than 85 per cent of the Market Value of a Share on the Date of Invitation or a date specified in the invitation to apply for an Option (such date being no earlier than the Date of Invitation and no later than the Grant Date); 11.2.3 permit the repricing of outstanding Options; 11.2.4 extend the term of the Plan; 11.2.5 change the class of persons eligible to participate in the Plan; 11.2.6 otherwise implement any amendment required to be approved by shareholders under the rules of any applicable stock exchange or NASDAQ Marketplace Rules. 11.3 No amendment to the material disadvantage of existing rights or Participants will be made under this rule 11 unless: 11.3.1 every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and 11.3.2 the amendment is approved by a majority of those Participants who have so indicated. 12. LEGAL ENTITLEMENT 12.1 This rule 12 applies during a Participant’s employment with the Company or any Associated Company and after the termination of such employment, whether or not the termination is lawful. 12.2 Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with the Company or any Associated Company are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant. 12.3 The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate. 12.4 By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including: 12.4.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment); or 12.4.2 the operation, suspension, termination or amendment of the Plan. 13. GENERAL 13.1 The Plan will terminate upon the date stated in rule 3.7 or at any earlier time by the passing of a resolution of the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of participants. 13.2 Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury. 13.3 If it is found following a Grant Date that as a result of an error or omission: 13.3.1 an Eligible Employee has not been given the opportunity to participate in the Plan in respect of any invitation to apply for an Option; or 13.3.2 the number of Shares over which an Option was expressed to be granted to any Eligible Employee is incorrect any Option expressed to have been granted in respect of more than the correct number of Shares shall be void as to the excess, any Option expressed to have been granted in respect of fewer than the correct number of Shares shall relate to the correct number of Shares and the Company and any relevant Associated Company may do all acts and things as may be agreed with HMRC to rectify such error or omission notwithstanding that such actions may not otherwise be in accordance with the terms of the Plan. 13.4 By participating in the Plan, a Participant consents to the collection, holding, processing and transfer of his personal data by the Company, any Associated Company or any third party for all purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to a country or territory outside the European Economic Area or elsewhere. 13.5 The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties. 13.6 Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual either to his last known address, or, where he is a director or employee of an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Unless otherwise stated in the Plan, where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or, if not available, 24 hours after sending the notice. 13.7 No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan (without prejudice to any right of a third party which exists other than under that Act). 13.8 The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in this Plan submits to the exclusive jurisdiction of the Courts of England and Wales. PATTERSON COMPANIES, INC. 1031 MENDOTA HEIGHTS ROAD ST. PAUL, MINNESOTA 55120 VOTE BY INTERNET -www.proxyvote.com Use the internetInternet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK ININK AS FOLLOWS:   E31605-P95389 KEEP THIS PORTION FOR YOUR RECORDS   M77444-P53635 KEEP THIS PORTION FOR YOUR RECORDS   DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PATTERSON COMPANIES, INC. For All Withhold All For All Except The Board of Directors Recommends a Vote “FOR” Items 1, 2, 3 and 4. ¨ ¨ ¨ 1.     To elect five directors (Buck, Feragen, Lin, Schrimsher and Vinney) to have terms expiring in 2015 and until their successors shall be elected and duly qualified. 01) John D. Buck            04) Neil A. Schrimsher 02) Jody H. Feragen        05) Les C. Vinney 03) Sarena S. Lin            To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For Against Abstain 2.     Approval of our 2014 Sharesave Plan. ¨ ¨ ¨ 3.     Advisory approval of executive compensation. ¨ ¨ ¨   4.     To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for           the fiscal year ending April 25, 2015. ¨ ¨ ¨   5.     In their discretion, the proxies are authorized to vote upon such other business as may properly come           before the meeting or any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4. For address changes and/or comments, please check this box and write them on the back where indicated. ¨ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.   Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.     M77445-P53635 PATTERSON COMPANIES, INC. The Board of Directors Recommends you vote “FOR” the listed nominees in Item 1, “FOR” Item 2, “1 YEAR” on Item 3 and “FOR” Item 4.      1. To elect eight directors to have terms expiring  in 2018, and until their successors shall be elected and duly qualified.   PATTERSON COMPANIES, INC. For Against Abstain 01) John D. Buck ☐ ☐ ☐ 02) Alex N. Blanco ☐ ☐ ☐ 03) Jody H. Feragen ☐ ☐ ☐ 04) Sarena S. Lin ☐ ☐ ☐ 05) Ellen A. Rudnick ☐ ☐ ☐ 06) Neil A. Schrimsher ☐ ☐ ☐ 07) Les C. Vinney ☐ ☐ ☐ 08) James W. Wiltz ☐ ☐ ☐ For Against Abstain 2. Advisory approval of executive compensation. ☐ ☐ ☐ 1 Year 2 Years 3 Years Abstain 3. Advisory vote on frequency of shareholder votes on executive compensation. ☐ ☐ ☐ ☐ For Against Abstain 4. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 28, 2018. ☐ ☐ ☐ NOTE: At their discretion, the proxies are authorized to vote on any other business properly brought before the meeting or any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” ITEMS 1, 2 AND 4, AND “1 YEAR” ON ITEM 3.   ANNUAL MEETING OF SHAREHOLDERS For address changes and/or comments, please check this box and write them on the back where indicated. ☐ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report Including Form 10-K are available at www.proxyvote.com.   Monday, September 8, 2014 4:30 p.m. local time Patterson Technology Center 1201 Althoff Drive Effingham, Illinois 62401   Patterson Companies, Inc. 1031 Mendota Heights Road St. Paul, Minnesota 55120 Proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on Monday, September 8, 2014. The shares of stock held in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted “FOR” Items 1, 2, 3 and 4. By signing the proxy, you revoke all prior proxies and appoint Scott P. Anderson and R. Stephen Armstrong, or either of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting or at any adjournment or postponement thereof. E31606-P95389 PATTERSON COMPANIES, INC. ANNUAL MEETING OF SHAREHOLDERS Monday, September 18, 2017 4:30 p.m. local time 1031 Mendota Heights Road St. Paul, Minnesota 55120 Patterson Companies, Inc. 1031 Mendota Heights Road St. Paul, Minnesota 55120 Proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on Monday, September 18, 2017. The shares of stock held in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 4, and “1 YEAR” on Item 3. By signing the proxy, you revoke all prior proxies and appoint James W. Wiltz and Ann B. Gugino, or either of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting or at any adjournment or postponement thereof. Address Changes/Comments:________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) See reverse for voting instruction.    Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) See reverse for voting instruction.