Parexel International DEF 14A Definitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


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PAREXEL International Corporation

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195 West Street, Waltham, Massachusetts 02451
Telephone:781-487-9900
Fax:781-487-0525

October 28, 2011

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of PAREXEL International Corporation (the “Company”) to be held at 2:30 p.m., Eastern Standard Time, on Thursday, December 8, 2011, at the Westin Hotel located at 70 Third Avenue, Waltham, Massachusetts 02451.

This year you are being asked to:


	•	re-elect two existing directors;

	•	vote, on an advisory basis, on executive compensation;

	•	vote, on an advisory basis, as to the frequency with which executive compensation will be subject to future advisory votes;

	•	ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year ending June 30, 2012; and

	•	act upon such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

These matters are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

Our Board of Directors urges you to read the accompanying Proxy Statement and recommends that you vote:


	•	“FOR” all of the director nominees;

	•	“FOR” the advisory, non-binding vote on executive compensation;

	•	“FOR” the selection of “ONE YEAR” for the advisory, non-binding vote on future executive compensation advisory votes; and

	•	“FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm.

Our Board of Directors appreciates and encourages shareholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, we urge you to vote your shares over the Internet as described in the following Proxy Statement. If you requested a copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided.

Thank you for your cooperation.

Very truly yours,

Josef H. von Rickenbach
Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held On December 8, 2011
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 8, 2011
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
PROPOSALS
	Proposal 1: Re-Election of Existing Class I Directors.
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
DIRECTORS’ COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF THE AUDIT AND FINANCE COMMITTEE
	Proposal 2: Advisory (Non-Binding) Vote On Executive Compensation
	Proposal 3: Advisory (Non-Binding) Vote As To The Frequency With Which Executive Compensation Will Be Subject To Future Advisory Shareholder Votes
	Proposal 4: Ratification Of Selection Of Independent Registered Public Accounting Firm
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EQUITY COMPENSATION PLAN INFORMATION
OTHER MATTERS
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
SHAREHOLDER PROPOSALS AND COMMUNICATIONS

195 West Street, Waltham, Massachusetts 02451
Telephone:781-487-9900
Fax:781-487-0525

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On December 8, 2011

To the Shareholders of PAREXEL International Corporation:

Notice is hereby given that the Annual Meeting of Shareholders of PAREXEL International Corporation, a Massachusetts corporation, will be held at 2:30 p.m., Eastern Standard Time, on Thursday, December 8, 2011, at the Westin Hotel located at 70 Third Avenue, Waltham, Massachusetts 02451, to consider and act upon the following matters:


	1.	Elect two (2) Class I Directors to serve for a term continuing until the annual meeting of shareholders in 2014 and until his or her successor is duly elected and qualified;

	2.	Approve, in an advisory vote, the compensation of our named executive officers as presented in the proxy statement;

	3.	Approve, in an advisory vote, the frequency with which executive compensation will be subject to future advisory shareholder votes;

	4.	Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012; and

	5.	Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

The above items of business are more fully described in the Proxy Statement accompanying this Notice. At this time, our Board of Directors has no knowledge of any other business to be transacted at the Annual Meeting or at any adjournment thereof.

Only shareholders of record at the close of business on October 14, 2011 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. All shareholders are cordially invited to attend the Annual Meeting in person.Your vote is important. If you are unable to attend the Annual Meeting, we urge you to cast your vote over the Internet (as instructed in the Notice of Internet Availability of Proxy Materials mailed to shareholders on October 28, 2011) as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer.You may revoke your proxy in the manner described in the accompanying Proxy Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors,

Douglas A. Batt
Senior Vice President, General Counsel and Secretary

Waltham, Massachusetts

October 28, 2011

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 8, 2011

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAREXEL International Corporation for use at the Annual Meeting of Shareholders to be held on December 8, 2011, at 2:30 p.m., Eastern Standard Time, at the Westin Hotel located at 70 Third Avenue, Waltham, Massachusetts, and at any adjournment or postponement of that meeting.

Notice of Electronic Availability of Proxy Statement and Annual Report

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this Proxy Statement and our 2011 Annual Report available to shareholders electronically via the Internet. Our 2011 Annual Report includes our annual report onForm 10-K for the fiscal year ended June 30, 2011, or Fiscal Year 2011, and other information required by the rules of the SEC. On October 28, 2011, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our 2011 Annual Report and vote by Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice provides instructions on how to access and review electronically all of the important information contained in the Proxy Statement and 2011 Annual Report or to receive a printed version in the mail. The Notice also instructs you on how you may submit your proxy over the Internet or by mail.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on December 8, 2011

This Proxy Statement and our 2011 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/prxl.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the Annual Meeting?

The Annual Meeting of Shareholders of PAREXEL International Corporation, or the Annual Meeting, will be held on Thursday, December 8, 2011, at 2:30 P.M. Eastern Standard Time, at the Westin Hotel located at 70 Third Avenue, Waltham, Massachusetts. Shareholders entitled to vote at the meeting will consider and act upon the matters outlined in the notice of meeting accompanying this proxy statement, including the re-election of two

existing directors for an additional three-year term expiring in 2014, an advisory vote on executive compensation, an advisory vote on the frequency of future executive compensation advisory votes and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year ending June 30, 2012, or Fiscal Year 2012. When used in this Proxy Statement, the terms “we,” “us,” “our,” “PAREXEL” and “the Company” mean PAREXEL International Corporation and its divisions and subsidiaries.

Where may I get directions to the location of the Annual Meeting?

Directions to the Westin Hotel located at 70 Third Avenue, Waltham, Massachusetts are available on the Internet athttp://www.starwoodhotels.com/westin/property/area/directions.html?propertyID=1036.

Who is entitled to attend and vote at the Annual Meeting?

Shareholders of record at the close of business on October 14, 2011, are entitled to attend and vote at the meeting. Each share of our common stock is entitled to one vote.

What do I need to bring to the Annual Meeting?

If your shares are registered in your name, you should bring proper identification to the meeting. If your shares are held in the name of a broker, trust, bank or another nominee, you will need to bring a proxy or letter from that broker, trust, bank or other nominee giving you the right to vote your shares, along with proper identification.

What constitutes a quorum at the meeting?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on October 14, 2011, the record date, will constitute a quorum for purposes of the Annual Meeting. As of October 14, 2011, 59,780,844 shares of PAREXEL common stock were outstanding, with each share entitled to one vote. For purposes of determining whether a quorum exists, proxies received but marked “withhold” or “abstain” and “broker non-votes” (described below) will be counted.

How do I vote if I am a shareholder of record?

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote.

If you are a record holder, meaning your shares are registered in your name, you may vote:

By Internet — If you have Internet access, you may submit your proxy from any location in the world by following the Internet voting instructions on the Notice you received or by following the Internet voting instructions on the proxy card or voting instruction card sent to you.

By Mail — If you request a printed copy of PAREXEL’s proxy materials, you should complete, sign and date the proxy card provided and return it in the envelope provided. No postage is required if your proxy card is mailed in the United States. If you properly complete your proxy card and our transfer agent receives it in time to vote at the meeting, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed.

If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors, or Board, as follows:


	*(1)*	*FOR*the re-election of each of the two existing director nominees;

	*(2)*	*FOR*the advisory vote on executive compensation;

	*(3)*	*FOR “1 Year”*for the advisory vote on the frequency of future executive compensation advisory votes; and

	*(4)*	*FOR*the ratification of the selection of Ernst & Young LLP as our independent auditors for the current Fiscal Year ending 2012.

If any other matter is properly presented at the meeting or if the meeting is to be postponed or adjourned, your proxy will vote your shares in accordance with his best judgment. At present, the Board knows of no other business that is intended to be brought before or acted upon at this Annual Meeting.

In Person at the Meeting — If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot or a new proxy card, which we will provide to you at the meeting.

Please also bring proper identification to the Annual Meeting.

How do I vote if my shares are held by my broker or other nominee in “street name”?

By Internet or By Mail — If your shares are held by your broker or other nominee in “street name,” you will receive instructions from your broker, bank or other nominee explaining how you can vote your shares. You should follow those instructions.

In Person at the Meeting — If your shares are held in the name of your broker or other nominee, you must bring an account statement or letter from the broker or other nominee indicating that you were the beneficial owner of the shares on October 14, 2011, the record date for voting, and giving you the right to vote your shares. Please also bring proper identification to the Annual Meeting.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote either by submitting your proxy or voting in person by ballot at the meeting.

If your shares are held in “street name,”we encourage you to provide voting instructions to your broker, bank or other nominee by giving your proxy to them. If you are the beneficial owner of shares held in “street name” by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker will be entitled to vote the shares with respect to “discretionary” items, but will not be permitted to vote the shares with respect to “non-discretionary” items (resulting in a “broker non-vote”). The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is a “discretionary” item. The election of directors, the advisory vote on executive

compensation and the advisory vote on the frequency of future executive compensation advisory votes are “non-discretionary” items.

Can I change my vote or revoke my proxy?

Yes. You may change your vote or revoke your proxy at any time before the proxy is exercised at the Annual Meeting. If you are a shareholder of record, to change your vote, you may:


	•	enter a new vote over the Internet;

	•	mail a written notice “revoking” your earlier mailed proxy to our transfer agent, Proxy Services,c/o Computershare, P.O. Box 43126, Providence, Rhode Island 02940;

	•	submit to our transfer agent a properly completed and signed proxy card with a later date; or

	•	vote in person at the Annual Meeting.

Your personal attendance at the Annual Meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

If your shares are held in street name, you must follow the instructions provided by your broker or other nominee to change your vote.

How do I request a paper copy of the proxy materials?

Paper copies of our proxy materials will be made available at no cost to you, but they will only be sent to you if you request them. To request a paper copy of the proxy materials follow the instructions on the Notice which you received. You will be able to submit your request for copies of the proxy materials by sending an email to the email address set forth in the Notice, by going to the Internet address set forth in the Notice or by calling the phone number provided in the Notice.

What does it mean if I receive more than one Notice or more than one proxy or voting instruction card?

It means your shares are registered differently or are held in more than one account. Please provide voting instructions for all Notices or proxy and voting instruction cards you receive.

Who is the Company’s transfer agent?

Our transfer agent is Computershare Investor Services. Representatives of Computershare Investor Services will tabulate the votes and act as inspectors of election at the Annual Meeting.

What vote is required to approve each proposal?

(1) For the Election of Directors. With respect to Proposal 1, the two nominees for director receiving the most votes from those shares present or represented at the Annual Meeting will be elected. If you do not vote for a

particular nominee, or you withhold authority for one or all nominees, your vote will be counted for purposes of determining whether there is a quorum, but it will not count either “for” or “against” the nominee.

(2) For All Other Matters. With respect to Proposal 2 regarding an advisory vote on executive compensation, Proposal 3 regarding an advisory vote on the frequency of future executive compensation advisory votes, and Proposal 4 regarding the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2012, the affirmative vote of a majority of shares present or represented and voting on each proposal is required for approval. A properly executed proxy selecting “abstain” with respect to any of Proposal 2, Proposal 3 or Proposal 4 will not be voted “for” or “against” that proposal(s), but will be counted for purposes of determining the number of votes cast. Accordingly, an abstention will have the effect of a negative vote. With respect to Proposal 3, if none of the three frequency options receives the vote of the holders of a majority of the votes cast, we will consider the frequency option (one year, two years or three years) receiving the highest number of votes cast by shareholders to be the frequency that has been recommended by shareholders. However, as described in more detail in Proposal 3, because this proposal is non-binding, the Board may decide that it is in the best interest of our shareholders and the Company to hold future executive compensation advisory votes more or less frequently. Proposal 2 is also a non-binding proposal. At present, the Board knows of no matters other than these to be presented for shareholder action at the Annual Meeting.

Who pays the cost of soliciting proxies?

The cost of solicitation of proxies will be borne by PAREXEL. In addition to soliciting shareholders by mail through our regular employees, we may request banks, brokers and other custodians, nominees and fiduciaries to solicit their customers who have our common stock registered in the names of a nominee and, if so, will reimburse such banks, brokers and other custodians, nominees and fiduciaries for their reasonableout-of-pocket costs. Solicitation by our officers and employees may also be made of some shareholders in person or by mail, telephone or telegraph following the original solicitation. In addition, we have engaged The Proxy Advisory Group, LLC^®, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $15,000 in the aggregate.

PROPOSALS

Proposal 1: Re-Election of Existing Class I Directors.

Currently, our Board consists of seven directors and is divided into three classes, one class of three directors and two classes of two directors. Each class is elected to serve for a period of three years. The classes are arranged so that the terms of the directors in each class expire at successive annual meetings. The terms of our Class I directors expire at this Annual Meeting. Our Board has nominated both of the following incumbent Class I directors to stand for re-election for a term of three years continuing until our 2014 annual meeting and until his or her successor has been elected and qualified: Patrick J. Fortune and Ellen M. Zane.

We know of no reason why either of the nominees would be unable to serve as a director. However, should such a situation arise, the Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board.

Below are the names, ages and certain other information of each member of our Board, including the nominees for re-election as Class I Directors. Information with respect to the number of shares of our common stock beneficially owned by each director, directly or indirectly, as of September 30, 2011, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”


		Class I Nominees (Term Expires 2011)
Patrick J. Fortune Age 64 Director since 1996		Patrick J. Fortune was elected as a director of the Company in June 1996 and is Chairman of the Human Resources Committee and a member of the Audit and Finance Committee and the Compensation Committee. Since September 2001, Dr. Fortune has served as a Partner of Boston Millennia Partners, a venture capital firm. From September 2001 to June 2005, he served as Executive Chairman of Knowledge Impact Systems, Inc., a software end user training company. From April 1999 to June 2001, he served as President, Chief Operating Officer and a director of New Era of Networks, Inc., an Internet software and services company. From October 1995 to March 1999, Dr. Fortune was Vice President, Information Technology and Chief Information Officer of Monsanto Company, an agricultural, pharmaceutical and food products company. From August 1994 to July 1995, Dr. Fortune was President and Chief Operating Officer, Chief Information Officer and a member of the Board of Directors of Coram Healthcare Corporation, a medical therapy services company. From December 1991 to August 1994, Dr. Fortune was Corporate Vice President, Information Management atBristol-Myers Squibb, a pharmaceutical company. Prior to that, Dr. Fortune was Senior Vice President and General Manager of Packaging Corporation of America, a subsidiary of Tenneco, and held several management positions with Baxter International, Inc., including: Corporate Vice President; President, Parenteral Products Division; Vice President, Research and Development; and Vice President, Information Services. Dr. Fortune currently serves on the Board of Directors of Precision Dermatology Pharmaceuticals. Dr. Fortune also served on the Boards of CombinatoRx, Incorporated from 2006 to 2009 and EPIX Pharmaceuticals, Inc. from 2006 to 2008. We believe Dr. Fortune’s experience of over 30 years as an executive in the life sciences industries, including serving on the boards of directors of three public life sciences companies in addition to PAREXEL, as well as serving on the boards of several private life science companies, is valuable to our Board and the Company.


Ellen M. Zane Age 60 Director since 2006		Ellen M. Zane was elected as a director of the Company in July 2006 and is a member of the Compensation Committee. Since September 2011, Ms. Zane has served as Vice Chair, Board of Trustees of Tufts Medical Center, a hospital in Boston, Massachusetts. From January 2004 to September 2011, she served as President and Chief Executive Officer of Tufts Medical Center. From May 1994 to January 2004, she served as Network President for Partners Healthcare System, a physician network. Prior to 2004, Ms. Zane served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane currently serves on the boards of directors of Lincare Holdings Inc., Century Capital Management Inc., and Fiduciary Trust Company. We believe Ms. Zane’s experience of over 30 years in management of community hospitals and academic medical centers and health care related enterprises, including 21 years as an executive, is valuable to our Board and the Company.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

EACH OF THESE NOMINEES FOR DIRECTOR.


		Class II Directors (Term Expires 2012)
Eduard E. Holdener, M.D. Age 66 Director since 2008		Dr. Holdener was elected as a director of the Company in January 2008 and is a member of the Human Resources Committee. Since February 2008, Dr. Holdener has served as Chairman of NovImmune S.A., a biotechnology company. From April 1986 to February 2008, Dr. Holdener worked for F. Hoffmann-LaRoche, Ltd., a pharmaceutical company. During his tenure there he held a variety of positions, including Head of Global Pharmaceutical Development, Development Head for the Japanese division, Deputy Clinical Research Head, and several other management positions. Dr. Holdener currently serves on the Board of Directors of TiGenix NV. We believe Dr. Holdener’s experience of 24 years as an executive in the pharmaceutical and biotechnology industries is valuable to our Board and the Company.


		Class II Directors (Term Expires 2012)
Richard L. Love Age 68 Director since 2002		Richard L. Love was elected as a director in September 2002 and is Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee and the Human Resources Committee. Since January 2007, Mr. Love has served as a partner of Translational Accelerator Venture Fund (TRAC), an investment fund. From January 2003 to January 2007, he served as Chief Operating Officer of Translational Genomics Research Institute (TGen), a medical research organization, and from January 2002 to December 2004, he served as a director of ILEX Oncology, an oncology focused pharmaceutical company. From October 1994 to January 2002, Mr. Love served as President and Chief Executive Officer of ILEX Oncology. From 1991 to 1994, he served as Chief Operating Officer of the Cancer Therapy and Research Center, a cancer treatment center focused on the clinical evaluation of new agents. From 1983 to 1991, Mr. Love served as Chief Executive Officer of Triton Biosciences, Inc., a biotechnology company. Mr. Love currently serves as a director of Cell Therapeutics, Inc., Salutaris Medical Devices Inc., SyndevRx Inc., Applied Micro Arrays Inc., CerRx Inc. and Ascalon International. We believe Mr. Love’s experience of over 27 years as an executive in the pharmaceutical, biotechnology and medical research industries is valuable to our Board and the Company.


		Class III Directors (Term Expires 2013)
A. Dana Callow, Jr. Age 59 Director since 1986		A. Dana Callow, Jr. was elected as a director of the Company in June 1986 and is the Presiding Director of the Board, Chairman of the Nominating and Corporate Governance Committee, and a member of the Audit and Finance Committee and the Human Resources Committee. Since January 1997, Mr. Callow has served as the Managing Partner of Boston Millennia Partners, a venture capital firm. Since 1983, Mr. Callow has also served as a general partner of several Boston Capital Ventures’ limited partnerships. He is a member of the Board of Trustees of Tufts University and the Board of Overseers of Tufts University School of Medicine. He is also a member of the Board of the Tuck Center for Private Equity and Entrepreneurship at Dartmouth College. We believe Mr. Callow’s expertise in the capital markets, corporate strategy and finance from his experience of over 25 years as a partner in the field of venture capital, as well as his experience serving on the boards of directors of several drug development and health care related companies, is valuable to our Board and the Company.


		Class III Directors (Term Expires 2013)
Christopher J. Lindop Age 53 Director since 2006		Christopher J. Lindop was elected as a director of the Company in October 2006 and is Chairman of the Audit and Finance Committee, and a member of the Nominating and Corporate Governance Committee. Since January 2007, Mr. Lindop has served as Chief Financial Officer and Vice President, Business Development of Haemonetics Corporation, a global blood management company. From September 2003 to December 2006, he served as Chief Financial Officer of Inverness Medical Innovations, Inc., a global developer, manufacturer and marketer of medical diagnostic products. From June 2002 to September 2003, he served as an audit partner for Ernst & Young LLP, an accounting firm. From 1991 to June 2002, Mr. Lindop served as an audit partner with the Boston office of Arthur Andersen LLP, an accounting firm. We believe Mr. Lindop’s accounting expertise from over 15 years of experience as a certified public accountant working for publicly traded companies, and his experience as a financial executive in the life science industries, is valuable to our Board and the Company.

Josef H. von Rickenbach Age 56 Director since 1983		Josef H. von Rickenbach founded the Company in 1983 and has served as a director, Chairman of the Board and Chief Executive Officer of the Company since 1983 and as President since July 2005. He also served as President from 1983 until April 2001. Mr. von Rickenbach has also worked in the past for Schering-Plough, Inc., 3M (East), a division of 3M Company, and ERCO (later ENSECO), Inc., a diversified testing and technical consulting company. He served as Chair of the Association of Clinical Research Organizations (ACRO), a professional industry organization, in 2005 and is a member of the Board of Directors. He also serves on the Board of Directors, and as Chair of the Nominating Committee, of the New England Healthcare Institute. Mr. von Rickenbach received an M.B.A. from the Harvard University Graduate School of Business Administration and a B.S. in Business Economics from the Lucerne University of Applied Sciences and Arts in Switzerland. We believe that Mr. von Rickenbach’s experience of over 25 years in the clinical research services industry, including as our founder and our Chairman and Chief Executive Officer for 27 years, is valuable to our Board and the Company.

CORPORATE GOVERNANCE

Our Board of Directors has long believed that good corporate governance is important to ensure that we are managed for the long-term benefit of all of our shareholders. Our Board continues to review its governance practices in light of the Sarbanes-Oxley Act of 2002, SEC rules and regulations and the listing standards of NASDAQ. This proxy statement describes key corporate governance guidelines and practices that we have adopted. Complete copies of the corporate governance guidelines (as reflected in our Board of Directors Charter and Corporate Governance Principles), committee charters and the code of conduct described below are available on our website athttp://www.parexel.comunder the category “Investors-Corporate Governance Documents.” Alternatively, you can

request a copy of any of these documents by writing to us at PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts 02451, Attention: Secretary.

Board Leadership Structure

Josef H. von Rickenbach, our Chief Executive Officer, is also the Chairman of our Board of Directors. Our Board also has a Presiding Director, A. Dana Callow, Jr., an independent director who serves as Chairman of the Nominating and Corporate Governance Committee. Mr. Callow was selected by the Board to serve as the Presiding Director for all meetings of the non-management directors held in executive session, and performs the following duties:


	•	chairs meetings of the independent directors in executive session;

	•	meets with any director not adequately performing his or her duties;

	•	facilitates communications between members of the Board and the Chairman of the Board;

	•	works with the Chairman of the Board in the preparation of Board meeting agendas and determining the need for any special meetings; and

	•	consults with the Chairman of the Board regarding corporate governance and Board performance.

Our Board, upon the recommendation of our Nominating and Corporate Governance Committee, has determined that having the same individual serve as both our CEO and the Chairman of our Board is in the best interests of PAREXEL and our shareholders and consistent with good corporate governance because Mr. von Rickenbach is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside the Company and in some cases outside the industry, while the Chief Executive Officer brings company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes effective strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent Presiding Director having the duties described above, is in the best interest of shareholders because it provides the appropriate balance between strategy development and independent oversight of management.

Corporate Governance Guidelines

Our Board has adopted corporate governance principles to assist it in the exercise of its duties and responsibilities and to serve the best interests of us and our shareholders. These guidelines, which provide a framework for the conduct of the Board’s business, include the following:


	•	the principal responsibility of the directors is to oversee the management of the Company;

	•	a majority of the members of the Board shall be independent directors;

	•	the independent directors shall meet regularly in executive session;

	•	directors shall have full and free access to management and, as necessary and appropriate, independent advisors;

	•	directors who retire from their principal current employment or materially change their current position should offer to tender their resignation to the Board;

	•	new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

	•	at least annually the Board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Board Determination of Independence

Under NASDAQ rules, a director of the Company will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that none of Ms. Zane, Messrs. Callow, Lindop or Love or Drs. Fortune or Holdener has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Stock Market, Inc. Marketplace rules.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. While no code of conduct can replace the thoughtful behavior of an ethical director, officer or employee, we believe that our Code of Business Conduct and Ethics, among other things, focuses our Board and management on areas of ethical risk, provides guidance in recognizing and dealing with ethical issues, provides mechanisms to report unethical conduct and generally helps foster a culture of honesty and accountability. Any amendment or waiver of the Code of Business Conduct and Ethics may only be made by our Board. A current copy of the Code of Business Conduct and Ethics is posted on our website,http://www.parexel.com, under the category “Investors — Corporate Governance Documents.” We intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics. In addition, copies of

the Code of Business Conduct and Ethics are available to all shareholders upon request by writing to us at PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts-02451, Attention: Secretary.

Board Meetings and Attendance

Our Board met 10 times during Fiscal Year 2011. During Fiscal Year 2011, each director attended at least 75% of the aggregate number of Board meetings and meetings held by all committees on which he or she served.

Director Attendance at Annual Meeting of Shareholders.

Our corporate governance guidelines provide that directors are expected to attend our annual meeting of shareholders. All directors attended our 2010 annual meeting of shareholders.

Board Committees

Our Board has established four standing committees — Audit and Finance Committee, Compensation Committee, Human Resources Committee and Nominating and Corporate Governance Committee. Each committee operates under a charter approved by the Board. Copies of each committee’s charters are available on our website,http://www.parexel.com, under the category “Investors — Corporate Governance Documents.” Our Board has determined that all of the members of each of its four standing committees are independent as defined under applicable rules of the Nasdaq stock market, including, in the case of all members of the Audit and Finance Committee, the independence requirements contemplated byRule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Membership on each committee, as of October 1, 2011, is set forth in the following table:

Board Committee Membership

Nominating

and Corporate

Human

Audit and

Compensation

Governance

Resources

Name

Finance Committee

Committee

A. Dana Callow, Jr.

Patrick J. Fortune, PhD

Eduard E. Holdener, M.D.

Christopher J. Lindop

Richard L. Love

Ellen M. Zane

Josef H. von Rickenbach


*		Committee Member
+		Committee Chair

Audit and Finance Committee

The Audit and Finance Committee of the Board, which oversees our accounting and financial functions, met 11 times during Fiscal Year 2011. The Audit and Finance Committee has a written charter, a copy of which is posted on our website athttp://www.parexel.comunder the category “Investors — Corporate Governance Documents.” The Audit and Finance Committee is responsible for assisting our Board’s oversight of:


	•	the integrity of our financial statements;

	•	our compliance with legal and regulatory requirements;

	•	the qualifications and independence of our independent registered public accounting firm; and

	•	the performance of our internal audit function and independent registered public accounting firm.

In addition, the Audit and Finance Committee discusses our risk management policies and reviews and discusses with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures. The Audit and Finance Committee is directly responsible for appointing, evaluating, retaining and, when necessary, terminating our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit and Finance Committee. The Audit and Finance Committee also prepares the Audit and Finance Committee Report required under the rules of the Securities and Exchange Commission, which is included elsewhere in this proxy statement. The Audit and Finance Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Messrs. Callow and Lindop and Dr. Fortune are the current members of the Audit and Finance Committee, with Mr. Lindop serving as its chairman. Our Board has determined that Mr. Lindop is an “audit committee financial expert” as defined by applicable SEC rules.

Compensation Committee

The Compensation Committee of the Board, which reviews and makes recommendations concerning executive compensation and reviews and approves option grants and administers our stock plans, met 6 times during Fiscal Year 2011. The Compensation Committee has a written charter, a copy of which is posted on our website athttp://www.parexel.comunder the category “Investors — Corporate Governance Documents.” The Compensation Committee is responsible for:


	•	annually reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation;

	•	determining the Chief Executive Officer’s compensation;

	•	reviewing and approving or making recommendations to our Board with respect to the compensation of our other executive officers;


	•	overseeing a performance evaluation of our senior executives;

	•	overseeing and administering our equity incentive plans;

	•	reviewing director compensation and making reports to the Nominating and Corporate Governance Committee comparing the compensation of the Company’s directors with those at comparable companies;

	•	reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included in this Proxy Statement beginning on page 17; and

	•	preparing the Compensation Committee Report on Executive Compensation required by SEC rules, which is included in this Proxy Statement on page 29.

The process and procedures followed by our Compensation Committee in considering and determining executive officer compensation are described below under the heading “Compensation Discussion and Analysis”, which begins on page 17.

Ms. Zane, Mr. Love and Dr. Fortune are the current members of the Compensation Committee, with Mr. Love serving as its chairman.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board, which oversees our director nomination and compensation process, met 4 times during Fiscal Year 2011. The Nominating and Corporate Governance Committee has a written charter, a copy of which is posted on our website athttp://www.parexel.comunder the category “Investors — Corporate Governance Documents.” The Nominating and Corporate Governance Committee has the following principal duties:


	•	identify individuals qualified to serve as members of the Board;

	•	nominate persons for election as directors at the annual meeting of shareholders;

	•	review and make recommendations to our Board with respect to director compensation;

	•	oversee management’s general succession process;

	•	develop and recommend to the Board a set of corporate governance principles applicable to the Company; and

	•	oversee the annual evaluation of the Board.

The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process”, which begins on page 15.

Messrs. Callow, Lindop and Love are the current members of the Nominating and Corporate Governance Committee, with Mr. Callow serving as its chairman.

Human Resources Committee

The Human Resources Committee of the Board, which supports and serves as a resource to our management in the development and implementation of human resources principles, met 3 times during Fiscal Year 2011. The Human Resources Committee has a written charter, a copy of which is posted on our website athttp://www.parexel.comunder the category “Investors — Corporate Governance Documents.” The Human Resources Committee is responsible for:


	•	defining and implementing appropriate human resources principles and philosophy through the Company;

	•	reviewing issues and changes in strategic human resources policy;

	•	reviewing management’s succession planning activities, which include assisting in the assessment of senior management skills;

	•	creating an environment that enables our personnel to achieve their full potential and allows the Company to execute on its human resources strategy; and

	•	assisting senior management in their recruitment of senior personnel.

Messrs. Callow and Love and Drs. Fortune and Holdener are the current members of the Human Resources Committee, with Dr. Fortune serving as its chairman.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Committee and the Board.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee applies the criteria attached to the Board of Directors Charter and Corporate Governance Principles. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest (if any) and the ability to act in the interests of all shareholders. The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, and, with respect to members of the Audit and Finance Committee, financial expertise. The Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The Nominating and Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is essential that the Board members represent diverse viewpoints.

Our Board believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.

The director biographies on pages 6 to 9 indicate each nominee’s experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and our Board to conclude he or she should continue to serve as a director of PAREXEL. Our Nominating and Corporate Governance Committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.

Shareholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee,c/o Secretary, PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts 02451. Assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Shareholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the Committee or our Board, by following the procedures set forth under Section 5(a) of our bylaws.

Oversight of Risk

Our management is responsible for risk management on aday-day basis. The role of our Board regarding risk management is to oversee the risk management activities of management directly and through its committees. The members of our Board and its committees discuss with management the procedures and practices utilized by management in assessing and managing risks, and provide input on those procedures and practices. In general, our Board oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our Audit and Finance Committee oversees risk management activities related to financial reporting, internal controls, and compliance with legal and regulatory requirements; our Compensation Committee oversees risk management activities relating to our compensation policies and practices; and our Nominating and Corporate Governance Committee oversees risk management activities relating to Board composition, management and structure, management succession planning and corporate governance. Each committee reports to the full Board on a regular basis, including with respect to the committee’s risk oversight activities as appropriate.

INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of the Board of Directors (the “Committee”) is responsible for establishing compensation policies with respect to the Company’s executive officers, including our Chief Executive Officer and other named executive officers of the Company named in the Summary Compensation Table on page 30. The Committee makes compensation decisions relating to the named executive officers and informs our Board regarding such decisions.

The Committee is also responsible for preparing an assessment of the Board of Directors’ compensation. This assessment is then reviewed by the Nominating and Corporate Governance Committee of the Board of Directors, which, in turn, recommends changes in compensation to the full Board of Directors. The full Board of Directors must approve any actual changes in the compensation of our directors.

Executive Summary of Key Elements of Officer Compensation

Our executive compensation program ties a substantial portion of each executive’s overall cash compensation to the achievement of key strategic, financial and operational goals and uses a portfolio of equity awards to help align the interests of our executives with those of our stockholders.

Consistent with this approach, the compensation of our named executive officers for Fiscal Year 2011 featured:


	•	No cash payouts under our annual cash incentive bonus program, based upon the following results:


	ο	overachievement of our backlog goal (113.5% of target achieved), which was outweighed by

	ο	underachievement of our earnings per share goal (75.4% of target achieved).


	•	Equity grants for each of our named executive officers that consisted of an approximately equal mix of:


	ο	stock options that vest in equal annual installments over a four year period, and

	ο	time-based restricted stock or restricted stock units that “cliff” vest three years from the grant date.

As described below, our executive compensation program incorporates a number of other key features that are designed to align the interests of our named executive officers with the interests of our shareholders, including:


	•	a compensation package more heavily weighted toward at risk incentive compensation rather than fixed pay (salary), in order to emphasize the focus on pay for performance,

	•	double-trigger provisions in all of our executives’ change in control agreements, and

	•	limited perquisites.

Overview of Compensation Program and Philosophy

The Committee seeks to achieve the following broad goals in connection with our executive compensation programs and decisions regarding individual compensation:


	•	attract, retain and motivate the best possible executive talent;

	•	ensure executive compensation is aligned with our corporate strategies and business objectives, including short-term operating goals and longer-term strategic objectives;

	•	promote the achievement of key strategic and financial performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and personal performance goals;

	•	encourage cooperation among executives within and between different business units; and

	•	align executives’ incentives with the creation of shareholder value.

To achieve these objectives, the Committee evaluates our executive compensation program with the goal of setting compensation at levels the Committee believes are competitive with those of other companies in our industry and that compete with us for executive talent. In addition, through a management incentive plan, our executive compensation program ties a substantial portion of each executive’s overall compensation to key strategic, financial and operational goals as measured by metrics such as backlog, earnings per share, business operating margin, or BOM, and customer satisfaction. Additionally, compensation of executives is tied to the completion of specific personal goals at the beginning of each fiscal year. We also provide a portion of our executive compensation in the form of stock option grantsand/or restricted stock awards that vest over time. We believe that this approach helps us to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in the longer term success of our company as reflected in stock price appreciation.

How Executive Compensation is Determined

The Committee is responsible for reviewing, setting and approving the compensation of our named executive officers. Information about the Committee and its composition and responsibilities can be found starting on page 13 of this proxy statement under the heading “Compensation Committee”.

Market Referencing Against Peer Group. The Committee considers the market in making its compensation decisions by benchmarking our executive compensation against compensation paid to executives in comparable roles at peer group companies. The Committee feels that compensation at these companies is relevant to making executive compensation decisions as we compete with those entities for businessand/or for management talent. In connection with its compensation determinations for Fiscal Year 2011, the Committee engaged Pearl Meyer & Partners (“Pearl Meyer & Partners” or the “Consultant”), an executive compensation consulting firm, to collect and analyze compensation information from peer group companies and to help establish such compensation benchmarks. The Consultant performed no other services for the Company in Fiscal Year 2011. As part of its engagement, the Consultant provided to the Committee a review of the compensation practices at the peer group companies and a competitive assessment of the compensation of executive officers (including the named executive officers). In addition and as part of

its ongoing role with the Committee, the Consultant attended some Committee meetings where executive compensation decisions were made in order to provide timely feedback on questions and decisions before the Committee.

For Fiscal Year 2011, the Committee established one peer group (our “Peer Group”) for its compensation comparisons, which included public companies in our service market and public companies that are representative of pharmaceutical and life science companies comparable to PAREXEL in revenue and market capitalization. The companies in our Peer Group are as follows:


Peer Group

Charles River Laboratories International, Inc. Covance Inc. Endo Pharmaceuticals Holdings Inc. Haemonetics Corporation Icon plc Inventiv Health, Inc. Inverness Medical Innovations, Inc. Kendle International Inc. King Pharmaceuticals, Inc. PerkinElmer, Inc. Pharmaceutical Product Development, Inc. Phase Forward Incorporated Waters Corporation West Pharmaceutical Services Inc.

The Committee, with the assistance of Pearl Meyer & Partners, also reviewed life-science industry-specific executive compensation survey data for comparably-sized companies. All elements of compensation were benchmarked against our Peer Group and the survey data.

We do not target any specific market position in establishing compensation but generally aim to have a compensation program that is in line with benchmarked companies and survey data, as determined by all of the collected market information. We also consider the performance of PAREXEL with respect to comparative historical profit growth and shareholder return of companies in our Peer Group. Salary and target performance bonus amounts were set in Fiscal Year 2011 to be near the median amounts of our Peer Group. Equity awards and other long term incentive compensation are intended to be benchmarked to our Peer Group in a way that takes into account our financial performance relative to that of the companies in our Peer Group. These are overall guidelines when establishing an executive’s compensation, and variations to these general targets may occur after considering a number of factors, including the individual executive’s past performance, tenure with the Company, experience, and the contributions and importance to the Company.

Chief Executive Officer and Compensation Committee Judgment. Our compensation program operates not only based on the application of market comparison, but also through the judgment of the Committee and our Chief Executive Officer. We do not employ a purely formulaic approach to our compensation decisions. There are

individual and corporate performance and responsibility factors and executive retention considerations that permit discretion to increase or decrease compensation based on those considerations.

In making its compensation determinations, the Committee reviews all elements of compensation for each of our executive officers. In addition, in determining current and future compensation, the Committee considers the economic value as well as the retention value of prior equity grants received by our named executive officers and each executive’s compensation compared to the compensation of other executives and other employees generally. In determining the reasonableness of an executive’s total compensation, the Committee considers not only corporate, business unit and personal performance compared to targets, but also the nature of each element of compensation provided, including salary, bonus, long-term incentive compensation as well as the executive’s severance and change of control arrangements.

In addition, while the Committee has sole responsibility for approving compensation targets and awards, the Committee solicits input from our Chief Executive Officer in setting the targets, evaluating the performance, and recommending appropriate salary and incentive awards of each other executive officer. The Chief Executive Officer participates in Committee meetings at the request of the Committee in order to provide background information and explanations supporting his recommendations. However, our Chief Executive Officer does not have a vote in Committee matters. Furthermore, the Committee meets in executive session without our Chief Executive Officer present several times per year to facilitate the exchange of candid views among Committee members.

Typically, at the beginning of each fiscal year, the Committee evaluates actual individual, business unit and corporate performance against the goals for the recently completed year. The Chief Executive Officer prepares evaluations of the other executives and recommends annual executive salary increases, management incentive bonuses and equity awards, if any, which are then reviewed and considered by the Committee. In the case of the Chief Executive Officer, the Committee conducts his individual performance evaluation and determines his compensation changes and awards. In the past, annual base salary increases, annual stock option awards and annual bonuses, to the extent granted, were implemented based on the anniversary date of the executive’s beginning employment with the Company. The evaluation and timing of executive reviews and salary increases are now aligned with an annual review process that takes place at the same time each year, regardless of an executive’s start date. The Committee believes that this approach better supports comparative analysis of executive compensation within the Company.

Elements of our Executive Compensation Program

Overview of Compensation. Our executive compensation program generally consists of the following elements:


	•	base salary;

	•	annual incentive cash bonuses;

	•	equity awards;

	•	health care and life insurance and other employee benefits; and


	•	severance and change of control arrangements.

Using these five elements of compensation, we believe we are able to remain competitive with our peers and to ensure that our executives are appropriately incentivized to deliver short-term results while creating long-term shareholder value.

We do not have any formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation, or among the different forms of non-cash compensation. Instead, the Committee makes a judgment about what it believes to be the appropriate level and mix of the various compensation elements based on all of the criteria described below.

Base Salary. Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all of our executives. When establishing the base salary of an executive, the Committee considers the compensation of executives in our Peer Group, other available compensation survey data, as well as a variety of other factors, including the historic salary levels of the executive, the nature of the individual’s responsibilities, the base salary of the individual at his or her prior place of employment if applicable, and the availability of well-qualified candidates who could assume the individual’s role. To the extent determined to be appropriate, the Committee also considers general economic conditions, the Company’s financial performance and each individual’s performance.

The base salaries of our executive officers are reviewed at least annually by the Committee. The base salaries of our executive officers were changed from the fiscal year ended June 30, 2010, or Fiscal Year 2010, to Fiscal Year 2011, and with these increases, the base salaries of our executive officers are now generally near the 50th percentile of our Peer Group. There were no increases to the base salaries of Messrs. von Rickenbach and Winschel and Dr. Goldberg in Fiscal Year 2010. The percentage increase in the base salary of each of our named executives in Fiscal Year 2011 over his respective salary for Fiscal Year 2010, is as follows:


	% Base Salary Increase
	from Fiscal Year 2010
Executive	to Fiscal Year 2011

Josef H. von Rickenbach		19.2	%
James F. Winschel, Jr.		9.6	%
Mark A. Goldberg, M.D.		11.1	%
Ulf Schneider, PhD		4.2	%
Joseph C. Avellone, M.D.		15.7	%

Cash Bonuses under Management Incentive Plan. Executive officers are eligible to receive cash bonuses under our Management Incentive Plan, or MIP. The MIP is intended to focus our executives and other employee participants on the accomplishment of organizational goals and specific individual performance objectives identified as critical to our success. Amounts payable under the MIP are calculated as a percentage of the applicable executive’s base salary at the end of the fiscal year. The Committee establishes each executive’s percentage during the first quarter of the fiscal year based on the executive’s roles and responsibilities, the market information provided by Pearl Meyer & Partners, the executive’s target percentage in prior years, the executive’s

total compensation and the executive’s performance. At the same time, the Committee sets the corporate, business unit and personal performance goals for each executive.

Corporate performance goals for each year are set by the Board as a whole. Based on these performance goals and discussions with our Chief Executive Officer, the Committee sets financial and operational targets under the MIP for the executive officers individually. For those executives who are part of a business unit, business unit performance objectives consistent with corporate objectives are set; for executives who are not part of a business unit, functional unit goals consistent with corporate goals are set. Finally, personal goals are proposed by each executive officer, reviewed by the Chief Executive Officer and approved by the Committee. Personal goals can constitute no more than 20% of the opportunity for any individual under the MIP. As an executive officer, the Chief Executive Officer’s goals are set in a similar fashion. Factors such as the effect of a goal on near-term and long-term company value (as measured by stock price), difficulty in attainment of a goal and ability of the executive officer, given his position in the organization, to impact that specific goal are all taken into account in this process.

Following the end of the fiscal year, the Committee, with the assistance of the Chief Executive Officer for all executive officers other than him, reviews actual results and performances against the goals for the prior year and determines the amounts, if any, of the bonuses to be paid to the executive officers under the MIP. The amounts actually paid are determined based on the extent to which goals for that year are achieved. The Committee may decrease a calculated payment under the MIP in certain circumstances. For example, an executive could receive a reduction in payments under the MIP when individual or business unit goals are achieved (or even overachieved) but the corporate goals are not achieved.

While payments under the MIP are calculated and paid according to the plan, the Committee reserves the right to pay additional amounts outside of the MIP in order to recognize extraordinary circumstances or performance of the executive or the Company. The Committee also reserves the right to reduce awards for individuals, or for the executive team as a whole, if, in its judgment, the achievement of goals was due to unusual business or environmental factors rather than actual executive performance. No discretionary bonuses were paid to the Company’s executive officers for Fiscal Year 2011.

The Committee approved targets under the MIP for Fiscal Year 2011 in September 2010. Under the MIP for Fiscal Year 2011, the executive officers’ incentives consisted of corporate, business unit and personal goals. The corporate goals set by the Board included specific earnings per share, or EPS, and backlog objectives, and the business unit objectives were based on achieving predetermined business unit operating margin, or BOM, and customer satisfaction objectives. As noted above, many factors determine performance goals, and setting targets is both subjective and objective. In addition, the Committee believes that there is value in establishing goals that represent a performance “stretch.” For Fiscal Year 2011, Company goals were set to have a roughly 80% chance of attainment based on budgets, market conditions and historical factors. For executives to be awarded any payment under the EPS or BOM elements of the Fiscal Year 2011 MIP, at least 90% of the targeted value had to be attained. For executives to be awarded any payment under the backlog elements of the Fiscal Year 2011 MIP, 100% or more of the targeted value had to be attained. Over-achievement of EPS and BOM goals enables an individual to earn more than 100% of the targeted MIP for these components. Each percentage point of overachievement related to EPS and BOM results in an additional 2% of target bonus related to that metric being earned (up to a maximum of

150% of target for that metric). Overachievement of backlog or personal goals does not result in an additional payout. However, to the extent any such over-achievement payment would cause the Company to miss its targets, that payment is reduced. Each percentage point of underachievement related to personal goals results in a 1% reduction of target bonus related to this metric.

Customer satisfaction is based upon the results of surveys taken during the fiscal year with our clients, using a 10-point rating system to measure overall customer satisfaction. For an executive to be awarded any payment under the customer satisfaction element of the Fiscal Year 2011 MIP, the average of all customer survey scores for overall customer satisfaction must be no lower than 0.4 points below the target set for the fiscal year. Each 0.1 point for overall customer satisfaction above the target will result in an additional 6.25% of target bonus related to that metric being earned (up to a maximum of 125% of target for that metric). Each 0.1 point for overall customer satisfaction below target results in a 12.5% reduction in target bonus related to this metric.

For Fiscal Year 2011, the goals focused primarily on growing EPS and growing backlog. The specific goal regarding EPS for Fiscal Year 2011 was for the Company to realize a diluted EPS of $1.26/share, a 16.7% increase over adjusted diluted EPS for Fiscal Year 2010. Adjusted diluted EPS for Fiscal Year 2010 excludes $17.3 million in restructuring related charges, $10.8 million in other special charges, $1.1 million for the release of certain reserves, and $5.0 million in associated tax benefits. The specific goal regarding backlog for Fiscal Year 2011 was for the Company to realize a corporate backlog of $3.03 billion as of June 30, 2011, a 13.0% increase over corporate backlog as it existed on June 30, 2010. With regard to the goals set by the Board for BOM and customer satisfaction objectives, in each case the Committee set an incentive objective with an expected probability of achievement of 80% based on historical performance and established budgets. With regard to the personal goals of the executives, the Committee set incentive targets with an expected probability of achievement of 80% based on historical performance and established budgets. For the Company as a whole, using actual adjusted numbers, only 75.4% of the EPS target was achieved. Although the backlog target was met, based upon the results around the EPS goal, the Committee determined not to consider BOM, customer satisfaction and personal goal target achievements, and decided that no bonuses would be paid to the Company’s executive officers for Fiscal Year 2011 (versus Fiscal Year 2010 when all targets were met or exceeded and bonuses were paid).

The personal goals for the named executive officers for Fiscal Year 2011 were as follows:


	•	Mr. von Rickenbach’s personal goals for Fiscal Year 2011 consisted of qualitative goals relating to execution on account management strategy, client satisfaction and quality, execution of corporate initiatives and systems implementation, performance improvement for specific operating units, development of strategic initiatives, and investor relations initiatives.

	•	Mr. Winschel’s personal goals for Fiscal Year 2011 consisted of qualitative goals relating to the direction of efforts to meet a specific financial performance target, the implementation of our new financial software system, account management strategy, our global tax strategy, and completing initiatives in our treasury function.

	•	Dr. Goldberg’s personal goals for Fiscal Year 2011 consisted of qualitative goals relating to strategic partnership initiatives, achievement of targets regarding our LEAP initiative, quality and client satisfaction,


		operational improvements and initiatives in a specified business unit, new service offering in a specific business unit, and talent and leadership management.


	•	Dr. Schneider’s personal goals for Fiscal Year 2011 consisted of qualitative goals relating to account management strategy, strategy development regarding specific general and administrative function areas, strengthen a specific general and administrative function area, and the development of our management team, including human resources and quality.

	•	Dr. Avellone’s personal goals for Fiscal Year 2011 consisted of qualitative goals relating to new business awards for a particular business unit, customer satisfaction for a particular business unit, strategic partnership initiatives, new system implementation, and new product line launch and performance improvement for a particular business unit.

The following incentive bonus targets under our MIP were established for the named executive officers by the Committee for Fiscal Year 2011:


					Maximum		Maximum
		Target Percent			Percent		Percent				Actual Bonus
Executive	Metrics	of Base(1)			of Target(2)		of Base(3)		Bonus Target		Paid

Josef H. von Rickenbach	Backlog EPS Personal		100	%		120.0%		120.0%	$	733,333	$	0
James F. Winschel, Jr.	Backlog EPS Personal		55	%		127.5%		70.1%	$	213,583	$	0
Mark A. Goldberg, M.D.	Backlog EPS Personal BOM		65	%		125.0%		81.3%	$	314,167	$	0
Ulf Schneider, PhD.	Backlog EPS Personal		45	%		122.5%		55.1%	$	197,866	$	0
Joseph C. Avellone, M.D.	Backlog EPS Personal BOM Customer Satisfaction		45	%		125.0%		56.3%	$	174,008	$	0


(1)		Target incentive bonus of the executive expressed as a percentage of the executive’s base salary, assuming that MIP targets are met but not exceeded.

(2)		Maximum percentage by which an executive’s actual incentive bonus may exceed the executive’s target incentive bonus, assuming that MIP targets are exceeded.


(3)		The product of the preceding columns, which is equal to the maximum amount of incentive bonus an executive may receive under the MIP, expressed as a percentage of the executive’s base salary.

The target and maximum achievement for corporate objective goals for Fiscal Year 2011 are set forth below.


		Maximum	Actual Achievement	Payout Related to
		Achievement	Level (Percent of	Each Metric as a %
Metric	Target Goal	Level	Target Goal)	of Target Payout

Backlog	$3.03 billion	$3.03 billion	$3.44 billion	0
			(113.5)%
EPS	$1.26	$1.58	$0.95(1) (75.4%)	0
BOM	BOM targets are set to a level where the expected probability of achievement is 80% based on historical performance and established budgets.
Customer Satisfaction	Customer satisfaction targets are set to a level where the expected probability of achievement is 80% based on historical data.


(1)		Earnings per share for Fiscal Year 2011 excludes $8.5 million in restructuring related charges, an impairment charge on an asset and accelerated amortization of financing fees related to debt refinancing of $2.2 million, and associated income taxes of approximately $2.6 million.

Equity Awards. Our equity awards program is the primary vehicle for offering long-term incentives to our executive officers, including named executive officers. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our shareholders. Equity grants are intended as both a reward for contributing to our long-term success and an incentive for future performance. The vesting feature of our equity grants is intended to further our goal of executive retention by providing an incentive to our named executive officers to remain in our employ during the vesting period. In determining the size of an equity grant to one of our executives, the Committee considers comparable equity awards of executives in our Peer Group, our company-level performance, the applicable executive’s previous awards and the recommendations of management and consultants to the Committee.

Equity awards have typically taken the form of stock options and restricted stock or restricted stock unit awards. However, under the terms of our stock incentive plans, we may grant equity awards other than stock options, restricted stock and restricted stock unit awards, such as stock appreciation rights. Equity-based compensation is converted to a dollar basis using accepted methods such as the Black-Scholes option pricing model and to be consistent with reporting under FASB ASC Topic 718, Compensation-Stock Compensation.

The Committee approves all equity awards. The Committee reviews all components of the executive’s compensation when determining annual equity awards to ensure that an executive’s total compensation conforms to our overall philosophy and objectives. In addition, the Committee considers competitive data provided by Pearl Meyer & Partners, individual performance during the relevant fiscal year, retention levels evidenced by existing equity ownership, previous grants of stock options, restricted stock and restricted stock units, vesting schedules of outstanding stock options, restricted stock and restricted stock units, and past financial performance and future expectations.

The Committee typically makes stock optionand/or restricted stock or restricted stock unit award grants to new executives, and annual grants to incumbent executives. However, the Committee has the discretion to make grants more frequently. In general, our option awards vest 25% per year over four years, and restricted stock and restricted stock unit awards vest 100% on the third anniversary of the grant date. In September 2010, we made grants of restricted stock/restricted stock units and stock options to our named executive officers for the purposes set forth above regarding the benefits of our long-term equity grants.

The Committee reviews and approves all equity incentive grants at regularly scheduled Committee meetings. Historically, the Committee has set the exercise price of the stock options equal to the closing price of our common stock on the Nasdaq Global Select Market on the most recent trading day prior to the grant date. We have no practice or policy under which stock options or restricted stock or restricted stock units would be granted in anticipation of future company events.

As stated above, the Committee granted annual equity awards to the Company’s named executive officers in September 2010. In determining the amount and terms of such equity awards, the Committee considered the following factors, each of which is discussed below:


	•	our financial performance relative to that of the companies in our Peer Group;

	•	competitive data provided by Pearl Meyer & Partners;

	•	the accounting charge associated with each equity award; and

	•	each named executive officer’s general performance during the relevant fiscal year.

The following additional grants of restricted stock, restricted stock units, and stock options were awarded on September 21, 2011, after the end of Fiscal Year 2011 in accordance with the granting practice discussed above:


			Number of
	Number of Shares of		Securities
	Restricted Stock or		Underlying Options
Executive	Units (#)		(#)

Josef H. von Rickenbach		75,500		151,700
James F. Winschel, Jr.		15,800		31,700
Mark A. Goldberg, M.D.		21,700		43,600
Ulf Schneider, PhD.		10,400		20,800
Joseph C. Avellone, M.D.		11,700		23,500

With regard to our financial performance relative to that of the companies in our Peer Group, the Committee reviewed one-year and three-year revenue growth, return on equity and pre-tax income margin of the companies in our Peer Group over the relevant time period and noted that the Company’s financial performance was approximately equal to the median. As a result of this analysis, the Committee decided that the amount and terms of equity awards to our named executive officers should generally track the median of the amounts and terms of equity awards granted to named executive officers at the companies in our Peer Group.

Using data provided by Pearl Meyer & Partners, the Committee considered, with respect to each of our named executive officers, the market-competitive range for equity grants for executive officers of comparable positions based on reviewing the 25th, 50th and 75th percentile of the companies in our Peer Group, using the 50th percentile as our reference point. The dollar value of awards was then determined in light of the analysis described in the following paragraph. The Committee calculated the number of shares to grant to our named executive officers by dividing the determined dollar amounts by the closing price of our stock on the previous day for restricted stock, and the estimated Black-Scholes value for stock options. The Committee elected to use our current stock price in the calculation because it determined that such metric best reflected the value of the Company’s common stock at the time of the decision.

The Committee considered the general performance (taking into account past and expected future performance) of each of our named executive officer’s over the course of the year, as well as retention requirements, and then made a subjective determination as to the size of the equity award versus the market competitive range. This evaluation was not against a pre-determined set of criteria, but was a general subjective assessment of overall individual performance during the relevant time period. Following those calculations, the Committee then reviewed the accounting charge that would be associated with each preliminary grant to each of our named executive officers, to determine if such charge would have a disproportionately negative effect on the Company’s financial statements. As a result of these considerations, the Committee granted the equity awards in the amounts calculated as described in the preceding paragraph.

The Committee used the same methodology with respect to grants of restricted stock and restricted stock units, and grants of stock options, including the grants made after the end of Fiscal Year 2011.

Benefits and Other Compensation. We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, and a 401(k) plan. During Fiscal Year 2011, we generally matched 100% of the employee contributions to our 401(k) plan, up to a maximum of 3% of the participating employee’s annual salary and not to exceed $3,000, and subject to certain additional statutory age-based dollar limitations. Named executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. Each of our named executive officers located in the United States contributed to our 401(k) plan and their contributions were matched by the Company.

We maintain a pension arrangement for Dr. Schneider pursuant to the terms of his employment agreement. This pension provides for the payment of benefits in either a single lump-sum payment or in five equal installments after Dr. Schneider’s retirement at the age of 65, with reduced benefit payments in the event of early retirement after the age of 60. Dr. Schneider’s family would be entitled to the payment of benefits in the event of his death.

We also maintain a non-qualified deferred compensation plan, which is generally intended to provide comparable benefits above the applicable limits of our 401(k) qualified plan. Participating executives may defer up to 100% of their annual compensation. The amounts deferred are fully vested and can be invested in a number of index, tax exempt and growth fund investment vehicles. We do not make any contributions, matching or otherwise, to the non-qualified deferred compensation plan. Amounts deferred are payable in 15 annual installments once the participant has reached the age of 65, although an executive may request that payments of deferred amounts be

made in a fewer number of payments. Amounts deferred are also payable on the first day of the month following termination of the participant’s employment with us for any reason prior to the age of 65 or due to total and permanent disability.

We occasionally pay relocation expenses for newly hired executive officers whom we require to relocate as a condition of their employment by us. We believe that this is a typical benefit offered by comparable companies to executives who are asked to relocate and that we would be at a competitive disadvantage in trying to attract executives if we did not offer relocation assistance.

In Fiscal Year 2011, Mr. von Rickenbach and Dr. Schneider recognized $23,377 and $14,665 in income, respectively, in connection with the use of a company car. In addition, Mr. von Rickenbach received taxgross-up payments for income taxes on his use of a company car in the amount of $16,755.

Our employee stock purchase program is generally available to all employees who work more than 20 hours per week, including our executive officers so long as they own less than 5% of our common stock. Our employee stock purchase plan allows participants to purchase shares of our common stock at a 5% discount from the fair market value of the common stock at the end of the applicable purchase period. Messrs. von Rickenbach and Winschel and Dr. Schneider participated in the employee stock purchase program during Fiscal Year 2011.

Severance and Change of Control Agreements. We have entered into employment agreements with Mr. von Rickenbach and Dr. Schneider, and Executive Change of Control/Severance Agreements with Mr. Winschel and Drs. Goldberg and Schneider. These agreements are described below under the caption “Employment Agreements”.

Pursuant to the employment agreements we have entered into with Mr. von Rickenbach and Dr. Schneider, and the Executive Change of Control/Severance Agreement with Mr. Winschel and Drs. Goldberg and Schneider, such executives are entitled to specified benefits in the event of the termination of their employment under specified circumstances. In negotiating and establishing the terms of these agreements with our executive officers, the Committee sought to bring the executives’ employment terms in line with the severance terms of executives in our Peer Group. We believe that providing these benefits helps us to compete for executive talent. After reviewing the practices of companies represented in the compensation peer group, we believe that our change of control benefits are generally in line with packages offered to executives by the companies in our Peer Group.

Our change of control benefits are structured as “double trigger” benefits. In other words, the change of control itself does not trigger benefits; rather, benefits are paid only if the employment of the executive is terminated either by the Company without cause or by the executive for good reason during a specified period after the change of control. We believe a “double trigger” benefit maximizes shareholder value because it prevents an unintended windfall to executives in the event of a friendly change of control, while still providing executives with appropriate incentives to support any change of control that is in the best interests of the shareholders and as a result of which they believe they may lose their jobs.

We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the captions “Employment and Change of Control Agreements” and “Potential Payments Upon Termination or Change of Control” below.

Compensation Policies and Practices as They Relate to Risk Management

We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on the Company.

Tax and Accounting Considerations

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended generally disallows a tax deduction to public companies for certain compensation in excess of $1 million paid to our chief executive officer and the three other most highly compensated executive officers (but not including our chief financial officer). Certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if specified requirements are met. In general, we structure and administer our stock equity plans in a manner intended to comply with the performance-based exception to Section 162(m). Nevertheless, there can be no assurance that compensation attributable to future awards granted under our plans will be treated as qualified performance-based compensation under Section 162(m). In addition, the Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Committee believes such payments are appropriate and in the best interests of our company and our shareholders.

Stock Ownership Guidelines.

We do not have stock ownership guidelines for our executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis of this Proxy Statement required by Item 402(b) ofRegulation S-K with our management. Based on its review and discussions with our management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation Committee

of the Board of Directors

Richard L. Love (Chairman)

Patrick J. Fortune, PhD

Ellen M. Zane

EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation earned by our Chief Executive Officer, our Chief Financial Officer and each of our three other most highly compensated executive officers during Fiscal Year 2011 with respect to our three most recently completed fiscal years. We refer to these executive officers as our named executive officers.

Summary Compensation Table


														Change in
														Pension
												Non-		Value and
												Equity		Nonqualified			All
												Incentive		Deferred			Other
							Stock			Option		Plan		Compensation			Compen-
			Salary		Bonus		Awards			Awards		Compensation		Earnings			sation
Name and Principal Position	Year		($)		($)		($)(1)			($)(1)		($)		($)			($)(2)		Total ($)

Josef H. von Rickenbach		2011		733,333		—		1,499,058			1,496,880		—		—			51,462		3,780,733
Chairman & Chief		2010		650,000		—		1,114,095			966,588		754,000		—			59,729		3,544,412
Executive Officer		2009		650,000		—		1,474,515			1,373,440		—		—			42,421		3,540,376
James F. Winschel, Jr.		2011		388,333		—		307,329			306,720		—		—			8,685		1,011,067
Senior Vice President and		2010		365,000		—		287,840			249,422		244,915		—			8,685		1,155,862
Chief Financial Officer		2009		365,000		—		348,810			390,720		—		—			6,337		1,110,867
Mark A. Goldberg, M.D.		2011		483,333		—		404,613			402,840		—		—			11,458		1,302,244
Chief Operating Officer		2010		450,000		75,000		413,770			359,516		334,913		—			15,458		1,648,657
		2009		450,000		—		475,650			592,000		—		—			8,969		1,526,619
Ulf Schneider, PhD.		2011		439,701		—		198,990			199,800		—		11,106			76,575		926,172
Senior Vice President and		2010		376,695		—		579,405	(3)		212,102		200,025		65,454			62,452		1,496,133
Chief Administrative Officer		2009		469,165		—		301,245			325,600		—		(54,542	)		69,131		1,110,599
Joseph C. Avellone, M.D.		2011		386,684		—		221,100			219,240		—		—			8,807		835,831
Senior Vice President,		2010		336,442		—		—			160,750		137,064		—			7,436		641,692
Clinical Research Services		2009		303,883		—		—			62,625		—		—			4,478		370,986


(1)		These amounts represent the aggregate grant date fair value of restricted stock, restricted stock unit and stock option awards for Fiscal Year 2011, Fiscal Year 2010 and the fiscal year ended June 30, 2009 (“Fiscal Year 2009”), respectively, in accordance with Financial Accounting Standards Codification Topic 718, Compensation-Stock Compensation, or FASB ASC Topic 718. There can be no assurance that the amounts calculated in accordance with FASB ASC Topic 718 will reflect actual amounts realized by the named executive officer for these awards during Fiscal Years 2011, 2010 or 2009. Refer to Note 12, “Stock and Employee Benefit Plans”, in the Notes to Consolidated Financial Statements included in the Annual Report onForm 10-K for Fiscal Year 2011 filed with the SEC on August 26, 2011 for the relevant assumptions used to determine the valuation of our option awards. The value as of the grant date for stock options and restricted stock units is recognized by the Company for financial reporting purposes over the number of days of service required for the grant to become vested.


(2)		“All Other Compensation” for each of our named executive officers for Fiscal Year 2011 includes the following:


	Mr. von		Mr.		Dr.		Dr.		Dr.
	Rickenbach		Winschel		Goldberg		Schneider		Avellone

Tax gross up for use of company car	$	16,755		—		—		—		—
Use of company car	$	23,377		—		—	$	14,665		—
Company match on 401(k)	$	3,000	$	3,000	$	3,000		—	$	3,000
Premiums paid by us for life insurance plans	$	8,330	$	5,685	$	4,457		—	$	5,807
Professional development fees		—		—	$	4,001		—		—
Defined Benefit Plan Contributions		—		—		—	$	61,910		—


(3)		Excludes shares of restricted stock awarded in Fiscal Year 2010, which subsequently terminated. Includes restricted stock units awarded in Fiscal Year 2010 to replace terminated restricted stock awards granted in fiscal years 2009 and 2010.

The table below shows each grant of an award made to a named executive officer under any plan during Fiscal Year 2011.

Grants of Plan-Based Awards For Fiscal Year 2011


											All other		All Other
											Stock		Option		Exercise		Closing		Grant Date
					Estimated Future Payouts Under						Awards:		Awards:		or Base		Market		Fair Value
					Non-Equity Incentive Plan						Number of		Number of		Price of		Price on		of Stock
			Date of		*Awards(1)**						Shares of		Securities		Option		Grant		and
	Grant		Corporate		Threshold		Target		Maximum		Stock or		Underlying		Awards		Date		Option
Name	Date		Action		($)		($)		($)		Units (#)*		Options (#)*		($/Sh)		(2)		Awards(3)

Josef H. von Rickenbach		09/15/10		09/15/10		352,000		733,333		880,000
		09/15/10		09/15/10								67,800					$	22.11	$	1,499,058
		09/15/10		09/15/10										138,600	$	21.97	$	22.11	$	1,496,880
James F. Winschel, Jr.		09/15/10		09/15/10		76,890		213,583		272,319
		09/15/10		09/15/10								13,900					$	22.11	$	307,329
		09/15/10		09/15/10										28,400	$	21.97	$	22.11	$	306,720
Mark A. Goldberg, M.D.		09/15/10		09/15/10		125,667		314,167		392,708
		09/15/10		09/15/10								18,300					$	22.11	$	404,613
		09/15/10		09/15/10										37,300	$	21.97	$	22.11	$	402,840
Ulf Schneider, PhD		09/15/10		09/15/10		87,061		197,866		242,385
		09/15/10		09/15/10								9,000					$	22.11	$	198,990
		09/15/10		09/15/10										18,500	$	21.97	$	22.11	$	199,800
Joseph C. Avellone, M.D.		09/15/10		09/15/10		59,163		174,008		217,510
		09/15/10		09/15/10								10,000					$	22.11	$	221,100
		09/15/10		09/15/10										20,300	$	21.97	$	22.11	$	219,240


*		Equity awards were granted pursuant to our 2001 Stock Incentive Plan, 2005 Stock Incentive Plan or 2007 Stock Incentive Plan. Non-Equity awards were granted pursuant to our 2010 MIP.

(1)		These columns reflect threshold, target and maximum payout levels under our 2011 MIP. The actual amount earned by each of the individuals listed above is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.

(2)		This column represents the closing price of the Company’s common stock on NASDAQ on the date of grant. However, pursuant to the Company’s equity compensation grant procedures, the stock option awards were granted with an exercise price equal to the closing stock price of the Company’s common stock on NASDAQ on the last trading day prior to the date of grant.

(3)		The grant date fair value is the value of the awards as determined in accordance with FASB ASC Topic 718 disregarding that the value as of the grant date of the awards is recognized by the Company for financial reporting purposes over the number of days of service required for the grant to become vested.

The following table sets forth information concerning restricted stock and restricted stock units that had not vested and stock options that had not been exercised for each of the named executive officers as of June 30, 2011.

Outstanding Equity Awards at Fiscal Year-End


	Option Awards									Stock Awards
			Number of
	Number of		Securities
	Securities		Underlying Un-							Number of			Market Value
	Underlying		exercised							Shares or Units			of Shares or
	Unexercised		Options			Option		Option		of Stock that			Units of Stock
	Options		(#) Un-			Exercise		Expiration		have not			that have not
Name	(#) Exercisable		exercisable			Price ($)		Date		Vested (#)			Vested ($)(1)

Josef H. von Rickenbach		80,000		—			8.60		2/26/12		46,500	(2)		1,095,540
		80,000		—			9.81		11/17/12		86,700	(3)		2,042,652
		58,000		58,000	(4)		30.18		9/11/16		67,800	(5)		1,597,368
		38,850		116,550	(6)		12.55		9/9/17		—			—
		—		138,600	(7)		21.97		9/15/18		—			—
James F. Winschel, Jr.		15,000		—			8.55		1/27/12		11,000	(2)		259,160
		16,500		16,500	(4)		30.18		9/11/16		22,400	(3)		527,744
		6,015		30,075	(6)		12.55		9/9/17		13,900	(5)		327,484
		—		28,400	(7)		21.97		9/15/18		—			—
Mark A. Goldberg, M.D.		25,000		25,000	(4)		30.18		9/11/16		15,000	(2)		353,400
		14,450		43,350	(6)		12.55		9/9/17		32,200	(3)		758,632
		—		37,300	(7)		21.97		9/15/18		18,300	(5)		431,148
Ulf Schneider, PhD		40,000		—			8.55		1/27/12		28,500	(8)		671,460
		13,750		13,750	(4)		30.18		9/11/16		9,000	(9)		212,040
		8,525		25,575	(6)		12.55		9/9/17		—			—
		—		18,500	(7)		21.97		9/15/18		—			—
Joseph C. Avellone, M.D.		40,000		—			20.01		5/24/15		10,000	(5)		235,600
		7,500		2,500	(10)		23.06		12/20/15		—			—
		6,250		6,250	(11)		9.12		3/20/17		—			—
		6,250		18,750	(12)		13.00		12/9/17		—			—
		—		20,300	(7)		21.97		9/15/18		—			—


(1)		Based on $23.56, the last sales price of our common stock on the NASDAQ Global Select Market on June 30, 2011, the last trading day of Fiscal Year 2011.

(2)		Shares of restricted stock granted September 11, 2008. These shares vested in full on September 11, 2011.

(3)		Shares of restricted stock granted on September 9, 2009. These shares will vest in full on September 9, 2012.


(4)		These options were granted on September 11, 2008 and vest in four equal annual installments starting on the first anniversary of the date of grant.

(5)		Shares of restricted stock granted on September 15, 2010. These shares will vest in full on September 15, 2013.

(6)		These options were granted on September 9, 2009 and vest in four equal annual installments starting on the first anniversary of the date of grant.

(7)		These options were granted on September 15, 2010 and vest in four equal annual installments starting on the first anniversary of the date of grant.

(8)		Restricted stock units granted on June 9, 2010. These units vest as follows: 9,500 shares vested on September 11, 2011; and 19,000 shares will vest on September 9, 2012.

(9)		Restricted stock units granted on September 15, 2010. These units will vest in full on September 15, 2013.

(10)		These options were granted on December 20, 2007 and vest in four equal annual installments starting on the first anniversary of the date of grant.

(11)		These options were granted on March 20, 2009 and vest in four equal annual installments starting on the first anniversary of the date of grant.

(12)		These options were granted on December 9, 2009 and vest in four equal annual installments starting on the first anniversary of the date of grant.

The following table sets forth information concerning the exercise of stock options during Fiscal Year 2011 for each of the named executive officers. No awards of restricted stock or restricted stock units held by any named executive officer vested during Fiscal Year 2011.

Option Exercises and Stock Vested


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

Josef H. von Rickenbach		—		—
James F. Winschel, Jr.		20,000		285,700
Mark A. Goldberg, M.D.		—		—
Ulf Schneider, PhD.		30,000		401,250
Joseph C. Avellone, M.D.		—		—


	(1)	Value realized on exercise is the difference between the closing sales price of our common stock on the applicable exercise date and the exercise price of the options.

The following table sets forth the present value of pension benefits accrued during Fiscal Year 2011 by each of the named executive officers.

Pension Benefits


			Number of Years		Present Value of			Payments During
	Plan		Credited Service		Accumulated Benefits			Last Fiscal Year
Name	Name		(#)		($)			($)

Josef H. von Rickenbach		—		—		—			—
James F. Winschel, Jr.		—		—		—			—
Mark A. Goldberg, M.D.		—		—		—			—
Ulf Schneider, PhD.		N/A		12.5		509,280	(1)		—
Joseph C. Avellone, M.D.		—		—		—			—


	(1)	The Present Value of Accumulated Benefits is calculated based on actuarial calculations compliant with ASC 715, Compensation-Retirement Benefits. Actuarial calculations are based upon generally accepted rates for mortality and morbidity used in the German “Richttafeln 2005G” published by Dr. Klaus Heubeck. Assumptions include an interest rate of 5.0% and an annual retirement benefit increase of 2.0% during retirement.

We provide pension benefits to Dr. Schneider, which is the competitive practice in Germany, where Dr. Schneider resides. The table reflects the present value of benefits accrued by Dr. Schneider. The material terms of Dr. Schneider’s pension benefits are described on page 27. The amounts to which Dr. Schneider is entitled are not based on any formula, but are a fixed amount pursuant to contract.

The following table sets forth information concerning contributions from the named executive officers to our Nonqualified Deferred Compensation Plan for Fiscal Year 2011.

Nonqualified Deferred Compensation


	Executive		Registrant		Aggregate		Aggregated		Aggregate
	Contributions in		Contributions in		Earning		Withdrawals/		Balance at
Name	Last FY ($)(1)		Last FY ($)		in Last FY ($)(2)		Distributions ($)		Last FY End ($)(3)

Josef H. von Rickenbach		300,000		—		337,174		—		1,553,149
James F. Winschel, Jr.		24,492		—		62,566		—		237,228
Mark A. Goldberg, M.D.		—		—		—		—		—
Ulf Schneider, PhD.		148,149		—		141,148		—		613,326
Joseph C. Avellone, M.D.		—		—		—		—		—


(1)		Amounts in this column are reported as compensation for Fiscal Year 2011 in the Summary Compensation Table on page 30.


(2)		Amounts in this column are not reported as compensation for Fiscal Year 2011 in the Summary Compensation Table on page 30.

(3)		Of the amounts reported in this column, the following amounts have been reported in the Summary Compensation Tables of our proxy statements for previous years: Mr. von Rickenbach — $964,680; Mr. Winschel — $137,440; Dr. Goldberg — $0; Dr. Schneider — $345,421; and Dr. Avellone — $0.

Our Nonqualified Deferred Compensation Plan is a non-qualified deferred compensation plan which is generally intended to provide comparable benefits above the applicable limits of our 401(k) qualified plan. A participating executive may defer up to 100% of his annual compensation. The amounts deferred are fully vested and are invested in conservative investment vehicles. We do not make any contributions, matching or otherwise. Amounts deferred are payable in 15 annual installments once the participant has reached the age of 65, although a participant may request fewer payments. Amounts deferred are also payable on the first day of the month following termination of the participating executive’s employment with us prior to the age of 65 for any reason or due to total and permanent disability.

Employment and Change of Control Agreements

We have entered into agreements with each of our named executive officers other than Dr. Avellone, the terms of which are summarized below. In addition, each of the named executive officers of the Company is bound by the terms of a Key Employee Agreement, pursuant to which confidential information proprietary to the Company obtained during the term of employment by the Company may not be disclosed by the employee during or subsequent to such term of employment, and pursuant to which the employee agrees not to compete with the business of the Company during, and for one year subsequent to, the term of employment.

Mr. von Rickenbach

We have entered into an amended and restated employment agreement, dated April 15, 2008, with Mr. von Rickenbach. This agreement expires on April 15, 2014 and will automatically renew for additional three year periods, unless either party opts not to renew at least 90 days prior to the end of any applicable three year period. Under the terms of the agreement, in the event we terminate the agreement by non-renewal, all unexpired stock options and awards of restricted stock held by Mr. von Rickenbach would vest and he would receive a lump sum payment for any salary, incentive payments and benefits, perquisites and services earned through the last day of the term of the agreement.

In addition, in the event of termination by us other than for “cause” (as defined in the agreement), or by Mr. von Rickenbach for “good reason” (as defined in the agreement), and not in connection with a “change of control” of the Company (as defined in the agreement), or for termination due to death or disability, Mr. von Rickenbach would be entitled to receive (i) a lump sum cash payment equal to the amount of base salary, bonus payments and benefits, perquisites and services that otherwise would have been payable to him for the three year period following termination, (ii) the vesting of all unexpired stock options and awards of restricted stock, and (iii) a lump sum cash payment for all other awards under any other long term incentive plan.

In the event of termination by us other than for cause, or by Mr. von Rickenbach for good reason, during the period beginning 12 months prior to, and ending 18 months following, a change of control, Mr. von Rickenbach would be entitled to receive (i) a lump sum cash payment equal to the amount of base salary, bonuses and benefits, perquisites and services that would have been payable if he had remained an employee of the Company through the date of the change of control, (ii) a lump sum cash payment equal to the amount of base salary, incentive payments and benefits, perquisites and services that otherwise would have been payable to him for the three year period following the change of control, (iii) outplacement services and (iv) the vesting of all unexpired stock options, awards of restricted stock and other long term incentive programs. The agreement further provides that benefits will be supplemented by an additional payment to “gross up” Mr. von Rickenbach for any excise tax under the “golden parachute” tax provisions of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, unless the value of all payments to be received under this agreement would be greater when subjected to a specified cap (in which case the benefit payments will be so capped).

Mr. Winschel and Drs. Goldberg and Schneider

Effective April 15, 2008, we entered into Executive Change of Control/Severance Agreements with each of Mr. Winschel and, effective October 31, 2008, Dr. Goldberg, and, effective November 5, 2009, Dr. Schneider. Under the terms of these agreements if the executive’s employment is terminated without “cause” (as defined in the agreement), he would be entitled to receive a lump sum cash payment equal to 12 months of his base salary plus the pro rata share of the bonus that would have been payable to him during the year in which termination occurs. Dr. Goldberg would also be entitled to accelerated vesting of stock options, shares of restricted stock and capital accumulation benefits in this situation. If we terminate the executive’s employment without cause during the period beginning nine months prior to, and ending 18 months following, a “change of control” of the Company (as defined in the agreement), or the executive terminates his employment “for good reason” (as defined in the agreement) during the 18 month period following a change of control, he would be entitled to receive (i) a lump sum cash payment equal to 12 months of his monthly salary plus the target bonus that would have been payable to him during the12-month period following termination, (ii) accelerated vesting of stock options, shares of restricted stock, other outstanding awards issued under the Company’s stock incentive plans, and capital accumulation benefits and (iii) continued insurance benefit coverage substantially similar to the coverage he had been receiving prior to any such termination. The agreement further provides that the benefits will be supplemented by an additional payment to “gross up” the executive for any excise tax under the “golden parachute” tax provisions of the Code.

In addition, PAREXEL International GmbH, a wholly owned subsidiary of the Company, which we refer to as PAREXEL Germany, and Dr. Schneider have entered into an employment agreement dated as of February 21, 2005. The agreement has an indefinite term, but automatically terminates at the end of 2022, the year in which Dr. Schneider turns 65. The agreement may also be terminated by either party upon six months notice for any reason, or immediately for cause. Pursuant to the agreement, Dr. Schneider serves as Managing Director of PAREXEL Germany and has responsibility for its commercial and administrative business activities. Dr. Schneider simultaneously serves as a corporate vice president and member of the Executive Committee and the Business Review Committee of PAREXEL. Dr. Schneider receives an annual base salary paid partly in Euros and partly in US Dollars. The portion of his salary paid in US dollars is subject to adjustment on a quarterly basis in the event of

currency fluctuations. He is also eligible for an annual bonus pursuant to the Company’s Management Incentive Plan, with an initial bonus potential of up to 40% of his base salary, as well as life insurance and access to a company car. Dr. Schneider or his family will be entitled to six months salary in the event of his death or incapacity during the term of this Agreement. His salary is subject to review according to Company policy. The agreement includes confidentiality, inventions assignment and non-compete provisions.

Potential Payments Upon Termination or Change of Control

The tables below show the estimated incremental value transfer to each named executive officer under various scenarios relating to a termination of employment, except for Dr. Avellone, who is not party to a severance or change in control agreement. The tables below assume that such termination occurred on June 30, 2011 and are calculated using a stock price of $23.56, the closing price of our common stock as reported on the NASDAQ Global Select Market on June 30, 2011, the last day of trading of Fiscal Year 2011. The actual amounts that would be paid to any named executive officer can only be determined at the time of an actual termination of employment and would vary from those listed below. The estimated amounts listed below are in addition to any retirement, welfare and other benefits that are generally available to employees.


								Termination
								Without Cause or
								for Good Reason
					Termination			in Connection
		Death/			Without Cause or			with a Change of
Name	Benefit(1)	Disability			for Good Reason			Control

Josef H. von Rickenbach(2)	Salary Payments	$	4,650,000	(3)	$	4,650,000	(3)	$	4,650,000	(4)
	Continued Benefits, Perquisites and Services	$	205,299	(5)	$	205,299	(5)	$	205,299	(6)
	Outplacement Services		N/A			N/A		$	35,000	(7)
	Market Value of Stock Option Vesting(8)	$	1,503,590	(9)	$	1,503,590	(9)	$	1,503,590	(9)
	Market Value of Restricted Stock Vesting(8)	$	4,735,560	(10)	$	4,735,560	(10)	$	4,735,560	(10)
	Tax Gross Up		N/A			N/A		$	0	(15)
	Total	$	11,094,449		$	11,094,449		$	11,129,449
James F. Winschel, Jr.	Salary Payments		N/A		$	400,000	(11)	$	620,000	(12)
	Insurance Coverage		N/A			N/A		$	20,735	(13)
	Market Value of Stock Option/Restricted Stock Vesting(8)	$	1,490,670	(14)		N/A		$	1,490,670	(14)
	Value of Capital Accumulation Vesting		N/A			N/A			N/A
	Tax Gross Up		N/A			N/A		$	0	(15)
	Total	$	1,490,670		$	400,000		$	2,131,405
Ulf Schneider, PhD.	Salary Payments		N/A		$	445,640	(11)	$	646,178	(12)
	Insurance Coverage		N/A			N/A			N/A
	Market Value of Stock Option/Restricted Stock Vesting(8)	$	1,194,496	(14)		N/A		$	1,194,496	(14)
	Value of Capital Accumulation Vesting		N/A			N/A			N/A
	Tax Gross Up		N/A			N/A		$	0	(15)
	Total	$	1,194,496		$	445,640		$	1,840,674
Mark A. Goldberg, M.D.	Salary Payments		N/A		$	500,000	(11)	$	825,000	(12)
	Insurance Coverage		N/A			N/A		$	19,678	(13)
	Market Value of Stock Option/Restricted Stock Vesting(8)	$	2,079,771	(14)	$	2,079,771	(14)	$	2,079,771	(14)
	Value of Capital Accumulation Vesting		N/A			N/A			N/A
	Tax Gross Up		N/A			N/A		$	0	(15)
	Total	$	2,079,771		$	2,579,771		$	2,924,449


(1)		These values are based on the executive’s base salary as of June 30, 2011, the type of insurance coverage and premiums in effect as of June 30, 2011 and the benefits, perquisites and services provided as of June 30, 2011.

(2)		In the event Mr. von Rickenbach is terminated due to non-renewal of his employment agreement, all unexpired stock options held by Mr. von Rickenbach would vest and all other awards under any other long term incentive plan, whether vested or not, would be paid out in a lump sum. Based on the last sale price of our common stock on June 30, 2011, or $23.56, and assuming Mr. von Rickenbach holds, as of termination, the same awards he held as of June 30, 2011, the value of the accelerated vesting would be $6,239,150.

(3)		Represents a lump sum cash payment equal to the amount of Mr. von Rickenbach’s base salary and bonus that he would have been entitled to receive if he had remained employed for the three-year period following termination of employment.


(4)		Represents a lump sum cash payment equal to the amount of Mr. von Rickenbach’s base salary and bonus that he would have been entitled to receive if he had remained employed through the change of control and for the three-year period following the change of control.

(5)		Represents aggregate amounts payable over three years for continuation of insurance coverage, perquisites and services, including car allowance.

(6)		Represents the amount of benefits, perquisites and services, including car allowance that would have been payable to Mr. von Rickenbach if he had remained employed through the change of control and for the three-year period following the change of control.

(7)		Represents the value of outplacement services.

(8)		Based on the last sale price of our common stock on June 30, 2011, or $23.56.

(9)		Represents immediate vesting of all unexpired stock options.

(10)		Represents vesting of shares of restricted stock that would otherwise vest on September 11, 2011, September 9, 2012 and September 15, 2013.

(11)		Represents a lump sum cash payment equal to 12 months of the executive’s base salary plus bonus based upon the bonus actually paid to him for Fiscal Year 2011.

(12)		Represents a lump sum cash payment equal to 12 months of the executive’s base salary plus target bonus for the year of termination.

(13)		Represents the amounts payable over 12 months for the continuation of insurance benefits.

(14)		Represents accelerated vesting of all stock options and restricted stock/restricted stock units.

(15)		Represents the amount of the tax “gross up” payment for excise tax under the “golden parachute” tax provision of the Code.

DIRECTORS’ COMPENSATION

We use a combination of cash and equity-based compensation to attract and retain candidates to serve on our Board of Directors. We do not compensate directors who are also our employees for their service on our Board of Directors. As a result, Mr. von Rickenbach, our Chief Executive Officer, does not receive any compensation for his service on our Board of Directors. We periodically review our cash and equity-based compensation fornon-employee directors. As part of that process, we review director compensation at comparable companies, availability of the skills and experience sets the Company requires, the risks implied by public company directorship and other relevant market data. In addition, the Board compensation is overseen by the Nominating and Corporate Governance Committee rather than the Compensation Committee, which focuses on employee compensation.

Meeting Fees

Since July 23, 2009, members of the Board of Directors who are not employees are paid:


	•	$2,000 for each meeting of the Board attended in person;

	•	$1,000 for each meeting of the Board attended by telephone conference call; and

	•	$1,000 for each meeting of a committee of the Board attended by telephone conference call, or in person.

Annual Retainer

In addition to meeting fees, we will pay our non-employee directors the following cash retainers annually in arrears:


Director Retainers	$	45,000
Committee Chair Retainers:
• Audit Committee	$	15,000
• Compensation Committee	$	12,500
• Human Resources Committee	$	10,000
• Nominating and Corporate Governance Committee	$	10,000
Presiding Director Retainer	$	15,000	(1)


	(1)	Increased from $10,000 effective July 29, 2011.

Equity Compensation

Non-employee directors are eligible to receive equity compensation such as options to purchase shares of our common stock, restricted stock and other equity compensation on a discretionary basis pursuant to our stock incentive plans.

Fiscal Year 2011 Director Compensation

The following table sets forth a summary of the compensation we paid to our non-employee directors for service on our Board in Fiscal Year 2011. During Fiscal Year 2011, we did not grant options to purchase shares of our common stock to any of our non-employee directors.


			Restricted
	Fees Earned		Stock
	or Paid		Awards		Total
Name	in Cash ($)		($)(1)		($)

A. Dana Callow		96,000		159,843		255,843
Patrick J. Fortune, PhD.		90,000		159,843		249,843
Eduard E. Holdener, M.D.		61,000		159,843		220,843
Christopher J. Lindop		88,000		159,843		247,843
Richard L. Love		85,500		159,843		245,343
Ellen M. Zane		66,000		159,843		225,843


	(1)	These amounts represent the aggregate grant date fair value of restricted stock awards for Fiscal Year 2011, in accordance with FASB ASC Topic 718. There can be no assurance that the amounts calculated in accordance with FASB ASC Topic 718 will reflect actual amounts realized by the directors for these awards during Fiscal Year 2011. The value as of the grant date for restricted stock is recognized by the Company for financial reporting purposes over the number of days of service required for the grant to become vested.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During Fiscal Year 2011, our Compensation Committee consisted of Ms. Zane, Mr. Love and Dr. Fortune. No one who served on the Compensation Committee during Fiscal Year 2011 has been an officer or employee of ours or any of our subsidiaries during the past three years.

None of our executive officers served as a member of the Compensation Committee (or other Board committee performing equivalent functions) of another entity, while any executive officer of that entity served as a member of our Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the information known to us regarding beneficial ownership of our common stock as of September 30, 2011 (unless otherwise indicated) by the following persons:


	•	each person who is known by us to own beneficially more than 5% of the outstanding shares of common stock,

	•	each current director of the Company,

	•	each named executive officer of the Company named in the Summary Compensation Table on page 30 and

	•	all current directors and executive officers of the Company as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent such authority is shared with a spouse under applicable law.


	Shares Beneficially		Percentage of Shares
Name of Beneficial Owner(1)	Owned(2)		Beneficially Owned(2)

Wellington Management Company, LLP(3)		8,072,074		13.69	%
Blackrock, Inc.(4)		4,197,554		7.11	%
The Vanguard Group, Inc.(5)		3,090,074		5.24	%
Fisher Asset Management, LLC(6)		3,024,184		5.13	%
A. Dana Callow, Jr.(7)		91,855		0.2	%
Patrick J. Fortune, PhD.(8)		27,307		*
Eduard E. Holdener, M.D.		46,801		0.1	%
Christopher J. Lindop		53,155		0.1	%
Richard L. Love(9)		138,030		0.2	%
Ellen M. Zane		63,567		0.1	%
Josef H. von Rickenbach(10)		1,020,625		1.7	%
Joseph C. Avellone, M.D.(11)		75,075		0.1	%
Mark A. Goldberg, M.D.(12)		218,107		0.4	%
Ulf Schneider, PhD.(13)		238,353		0.4	%
James F. Winschel, Jr.(14)		248,115		0.4	%
All executive officers and directors as a group (15 persons)(15)		2,610,406		4.3	%


*		Less than 0.1% of the outstanding common stock.

(1)		Unless otherwise indicated, the address for each beneficial owner isc/o PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts 02451.

(2)		The inclusion herein of any shares of common stock deemed beneficially owned does not constitute an admission of beneficial ownership of such shares. The number of shares deemed beneficially owned by each


		person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares issuable pursuant to stock options held by the respective person or group that may be exercised within 60 days after September 30, 2011. In calculating the percentage of shares of common stock beneficially owned by each person or entity listed, the number of shares of common stock deemed outstanding includes: (i) 58,276,437 shares of common stock outstanding as of September 30, 2011; and (ii) shares issuable pursuant to stock options, as set forth below.

(3)		The mailing address for this entity is 280 Congress Street, Boston, Massachusetts 02210. Shares beneficially owned are stated as of June 30, 2011, as reflected in a Schedule 13F filed with the SEC on August 17, 2011. This entity has sole voting power with regard to 4,072,395 of these shares, shared voting power with regard to 437,351 of these shares and no voting power with regard to 3,562,328 of these shares. This entity is a registered investment adviser.

(4)		The mailing address for this entity is 400 Howard Street, San Francisco, California 94105. Shares beneficially owned by subsidiaries of this entity and are stated as of June 30, 2011, as reflected in a Schedule 13F filed with the SEC on July 27, 2011. This entity, through its subsidiaries, has sole voting authority with regard to 4,197,554 of these shares.

(5)		The mailing address for this entity is PO Box 2600, Valley Forge, Pennsylvania 19482. Shares beneficially owned are stated as of June 30, 2011, as reflected in a Schedule 13F filed with the SEC on August 10, 2011. This entity has sole voting authority with regard to 81,067 of these shares and no voting authority with regard to 3,009,007 of these shares.

(6)		The mailing address for this entity is 13100 Skyline Boulevard, Woodside, California 94062. Shares beneficially owned are stated as of June 30, 2011, as reflected in a Schedule 13F filed with the SEC on July 25, 2011. This entity has sole voting authority with regard to 1,637,045 of these shares and no voting authority with regard to 1,387,139 of these shares.

(7)		Includes 30,000 shares of common stock issuable pursuant to stock options.

(8)		Includes 3,336 shares of common stock issuable pursuant to stock options.

(9)		Includes 38,000 shares of common stock issuable pursuant to stock options.

(10)		Includes 359,350 shares of common stock issuable pursuant to stock options.

(11)		Includes 65,075 shares of common stock issuable pursuant to stock options.

(12)		Includes 75,725 shares of common stock issuable pursuant to stock options.

(13)		Includes 82,300 shares of common stock issuable pursuant to stock options.

(14)		Includes 60,885 shares of common stock issuable pursuant to stock options, and 15,944 shares of common stock held as custodian for children, and 176,084 shares pledged as security.

(15)		Includes 938,296 shares of common stock issuable pursuant to stock options.

There are no material legal proceedings to which any of our directors or named executive officers is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

EXECUTIVE OFFICERS

Executive officers serve at the discretion of the Board on an annual basis and serve until the first meeting of directors following the next annual meeting of shareholders, or at such other meeting as the directors determine in accordance with the Company’s by-laws, and until their successors have been duly elected and qualified. The current executive officers of the Company are as follows:


Name	Age		Position(s)

Josef H. von Rickenbach		56	Chairman of the Board and Chief Executive Officer
James F. Winschel, Jr.		62	Senior Vice President and Chief Financial Officer
Mark A. Goldberg, M.D.		51	Chief Operating Officer
Kurt A. Brykman		54	President, PACE and PAREXEL Consulting and Medical Communication Services
Ulf Schneider, Ph.D.		54	Senior Vice President and Chief Administrative Officer
Douglas A. Batt		51	Senior Vice President, General Counsel and Secretary
Steven J. Kent		49	President, Perceptive Informatics
Joseph C. Avellone, M.D.		63	Senior Vice President, Clinical Research Services
Anita Cooper, Ph.D.		52	Senior Vice President and General Manager Clinical Research Services (CRS)

Josef H. von Rickenbach(please see “Proposals-Proposal 1: Re-Election of Existing Class I Directors — Class III Directors (Term Expires 2013)” beginning on page 8 of this Proxy Statement for a brief biography of Mr. von Rickenbach).

James F. Winschel, Jr. has served as Senior Vice President and Chief Financial Officer of the Company since June 2000. From January 1999 to May 2000, Mr. Winschel served as President of U.B. Vehicle Leasing, Inc., a subsidiary of The Bank of Tokyo Mitsubishi Ltd. (“BTM”). From December 1995 to September 1999, Mr. Winschel served as Executive Vice President and Chief Financial Officer of BTM Capital Corporation, another BTM subsidiary. From 1993 to 1995, Mr. Winschel served as Vice President-Finance for the Physician Services Division of Caremark International, Inc., a healthcare services company. From 1989 to 1993, he held a variety of executive positions at Whirlpool Financial Corporation, including Vice President and Managing Director of its commercial finance division and Vice President and Chief Financial Officer. Prior to 1989, Mr. Winschel had a 16 year career with General Electric Company and its subsidiaries, holding various positions including serving in the financial management ranks of General Electric Capital Corporation. Mr. Winschel received B.S. and M.B.A. degrees from Syracuse University.

Mark A. Goldberg, M.D. has served as Chief Operating Officer of the Company since July 2008 and since June 2005 as President, Clinical Research Services. From July 2000 to August 2008 he also served as President, Perceptive Informatics. From July 1999 to July 2000, Dr. Goldberg served as Senior Vice President in the Company’s Clinical Research Services business and was responsible for managing the Advanced Technology and Informatics Group operating unit, which included IT applications support for both internal operations and external

clients. Dr. Goldberg joined PAREXEL in 1997 as Vice President and established the Company’s medical imaging group. Prior to joining PAREXEL, Dr. Goldberg served as President and Director of WorldCare, Inc., a tele-health spin-off from Massachusetts General Hospital established in 1991. Dr. Goldberg received his undergraduate degree in Computer Science and Engineering from Massachusetts Institute of Technology, and received his M.D. degree from the University of Massachusetts Medical School.

Kurt A. Brykmanhas served as President, PACE and PAREXEL Consulting and Medical Communication Services since July 2010. From June 2005 to July 2010, he served as President, PAREXEL Consulting and Medical Communication Services. From September 2004 to June 2005, Mr. Brykman served as President, PAREXEL Consulting. Prior to joining the Company, Mr. Brykman served as Vice President of the health care and non-foods consumer packaged goods practice area at EURO RSCG Meridian Consulting Group, a sales and marketing management consulting firm, from April 2000 to September 2004. From 1995 to 2000, he served as Vice President of the Customer Marketing Group of Schering-Plough, Inc., a pharmaceutical company. Mr. Brykman received his B.S. in mathematics and business from Michigan State University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Ulf Schneider, PhD. has served as Senior Vice President and Chief Administrative Officer of the Company since June 2000 and Managing Director of PAREXEL Germany since 1996, and is responsible for coordination of world wide administrative activities of the Company, as well as management of Worldwide Quality Assurance and Corporate Quality operations. From 1990 to 1992, he served as Director of Finance and Administration of PAREXEL Germany and from 1992 to 1996 he served as Vice President of Finance of PAREXEL Germany. Prior to joining PAREXEL, Dr. Schneider held several financial management positions at Schering AG, a pharmaceutical company, in Germany and was an Assistant Professor of Banking and Finance at the Berlin Technical University. Dr. Schneider received his Masters degree in business administration and Ph.D. in business management from the Berlin Technical University.

Douglas A. Batt,has served as Senior Vice President, General Counsel and Secretary of the Company since May 2006. From November 2002 to September 2005, Mr. Batt served as Executive Vice President and General Counsel of Concord Communications, Inc., a publicly traded software company, and from July 2000 to November 2002, he served as Vice President and General Counsel of Concord Communications, Inc.. From October 1997 to July 2000, he served as Technology Counsel at Reebok International Ltd. From September 1991 to October 1997, Mr. Batt was an attorney with the law firm of Goodwin Procter LLP in Boston, Massachusetts. Mr. Batt received his undergraduate degree in Political Economy from the University of California, Berkeley, and his J.D. from Boston University School of Law.

Steven J. Kenthas served as President, Perceptive Informatics, since August 2008. From 2002 to August 2008 he served as Chief Executive Officer of Clinphone plc, a clinical technology company acquired by PAREXEL in 2008. Prior to this, Mr. Kent served as Managing Director of Workplace Technologies plc, a data network and integration service company. Mr. Kent holds a business studies degree from the University of East Anglia in England, and is also a qualified accountant and a Fellow of the Association of Cost and Chartered Accountants.

Joseph Avellone, M.D. has served as Senior Vice President, Clinical Research Services of the Company since August 2010. In this position he is responsible for the global management of the Company’s Clinical Research Services business, including oversight of the management of all aspects of clinical trial conduct throughout the Americas, Europe and Asia/Pacific regions. From July 2007 to August 2010, he served as Corporate Vice President, Clinical Research Services. From April 2007 to July 2007, he served as Vice President, Corporate Operations of the Company. From 2000 to April 2007, Dr. Avellone served as Chief Executive Officer of Veritas Medicine, a health care technology company supporting clinical trials. Prior to this, he held several positions with Blue Cross/Blue Shield of Massachusetts, a health insurance company, including Chief Operating Officer. Dr. Avellone received a Bachelor’s degree from Dartmouth College, an M.D. from Harvard Medical School, and a Masters degree in Public Administration from the John F. Kennedy School of Government at Harvard University.

Anita Cooper, D. Phil. has served as Senior Vice President and General Manager CRS since August 2010. In this position, Dr. Cooper is responsible for the Company’s Global Research Operations, including oversight of the management of world-wide clinical and data management operations and patient recruitment. From June 2005 to August 2010, she served as Senior Vice President and General Manager. From February 2002 to May 2005, she served as Senior Vice President, Pharma Europe and Africa, of the Company. From January 1994 to February 2002, she held various positions with PAREXEL. Dr. Cooper received a Doctorate in Neuroscience from St. John’s College, Oxford University, and a Masters degree in Experimental Psychology from St. Andrew’s University in Scotland.

No executive officer is related by blood, marriage or adoption to any other executive officer or any director of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our written Code of Business Conduct and Ethics sets forth the general principle that our directors, officers and employees must act in the best interests of the Company and its shareholders and must refrain from engaging in any activity that presents a conflict of interest or having a personal interest that presents a conflict of interest. A conflict of interest is described in the Code as a party having an interest that prevents him or her from performing his or her duties and responsibilities to the Company honestly, objectively and effectively. If an actual or potential conflict of interest or related party transaction involving one of our executive officers or directors develops for any reason, that individual must immediately report such matter to our Board. The Audit and Finance Committee will review all related party transactions on an ongoing basis and must approve all such transactions.

There may be times when a commercial relationship involving our directors, executive officers or their family members is beneficial to us or is not likely to raise material conflict of interest issues. Our Code of Business Conduct and Ethics provides the following prohibitions for certain types of relationships:


	•	directors, officers and employees may not perform services for, or have a financial interest in (other than less than 1% of the outstanding shares of a publicly-held company), one of our competitors;


	•	directors, officers and employees may not use their position with the Company to influence a transaction with a supplier or customer in which they have a personal interest (other than less than 1% of the outstanding shares of a publicly-held company); and

	•	directors, officers and employees may not supervise, review or influence the job evaluation or compensation of a member of their family.

There were no conflicts of interest or related party transactions during Fiscal Year 2011.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors andgreater-than-ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16 forms they file.

Based solely on a review of the copies of reports and written representations from our executive officers and directors, we believe that during Fiscal Year 2011 all of our executive officers, directors andgreater-than-ten-percent shareholders complied with all Section 16(a) filing requirements, with the exception of one Form 4 transaction that Dr. Fortune did not report within the requiredtwo-day time frame, in connection with a stock transfer that occurred on February 21, 2011. Dr. Fortune filed the Form 4 on September 14, 2011.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee has reviewed the Company’s audited financial statements for the year ended June 30, 2011 and has discussed them with management and Ernst & Young LLP (“E&Y”).

The Audit and Finance Committee has also received from, and discussed with, E&Y the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA Professional Standard, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit and Finance Committee has received and reviewed the written disclosures and letter from E&Y required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms’ communications with the Audit Committee concerning independence, and has discussed with the company’s registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company’s Annual Report onForm 10-K for the year ended June 30, 2011.

Respectfully submitted by the Audit and Finance

Committee:

Christopher J. Lindop, Chairman

A. Dana Callow, Jr.

Patrick J. Fortune, PhD

Proposal 2: Advisory (Non-Binding) Vote On Executive Compensation

We are providing our shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as“say-on-pay,” is required by the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act. Section 14A of the Exchange Act also requires that shareholders have the opportunity to cast an advisory vote with respect to whether future executive compensation advisory votes will be held every one, two or three years, which is the subject of Proposal No. 3.

Our Board is asking shareholders to approve a non-binding advisory vote on the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.”

As an advisory vote, this proposal is not binding. Neither the outcome of this advisory vote nor of the advisory vote included in Proposal 3 overrules any decision by the Company or the Board (or any committee thereof), creates

or implies any change to the fiduciary duties of the Company or the Board (or any committee thereof), or creates or implies any additional fiduciary duties for the Company or the Board (or any committee thereof). However, our Compensation Committee and Board value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of our near-term and longer-term corporate strategies and business objectives, and for achieving corporate financial performance. The programs contain elements of cash and equity-based compensation and are designed to align the incentives of our executives with the creation of shareholder value.

The “Information About Executive and Director Compensation” section of this proxy statement beginning on page 17, including “Compensation Discussion and Analysis,” describes in detail our executive compensation programs and the decisions made by the Compensation Committee with respect to the Fiscal Year 2011. Highlights of our executive compensation program include the following:


	•	No cash payouts under our annual cash incentive bonus program, based upon the following results:


	ο	overachievement of our backlog goal (113.5% of target achieved), which was outweighed by

	ο	underachievement of our earnings per share goal (75.4% of target achieved).

• Equity grants for each of our named executive officers, that consisted of an approximately equal mixture of:


	ο	stock options that vest over a four year period, and

	ο	time-based restricted stock or restricted stock units that “cliff” vest over a three-year period.

As described above, our executive compensation program incorporates a number of other features that are designed to align the interests of our named executive officers with the interests of our shareholders, including:


	•	a compensation package more heavily weighted toward at risk incentive compensation rather than fixed pay (salary) in order to emphasize the focus on pay for performance,

	•	double-trigger provisions in all of our executives’ change in control agreements, and

	•	limited perquisites.

As we describe in the Compensation Discussion and Analysis, our executive compensation program embodies apay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our shareholders. The Board believes this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management. We encourage shareholders to review the information provided in the Compensation Discussion and Analysis and associated tables and narrative description in this proxy statement. We believe that this information demonstrates that our executive compensation program is designed appropriately and provides effective incentives for long-term value creation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS.

Proposal 3: Advisory (Non-Binding) Vote As To The Frequency With Which Executive Compensation Will Be Subject To Future Advisory Shareholder Votes

In Proposal 2, we are providing our shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our executive officers. In this Proposal 3, we are asking our shareholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Shareholders may vote for a frequency of every one, two, or three years, or may abstain.

The Board will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, the Board may decide that it is in the best interests of our shareholders and the Company to hold the advisory vote to approve executive compensation more or less frequently.

After careful consideration, the Board believes that an executive compensation advisory vote should be held every year, and therefore our Board recommends that you vote for a frequency of every ONE YEAR for future executive compensation advisory votes.

The Board believes that an annual executive compensation advisory vote will facilitate more direct shareholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as seeking frequent input from our shareholders on corporate governance and executive compensation matters. We believe an annual vote would be the best governance practice for our Company at this time.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE OPTION
OF “ONE YEAR” FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Proposal 4: Ratification Of Selection Of Independent Registered Public Accounting Firm

The Audit and Finance Committee has selected the firm of Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm for the current Fiscal Year ending 2012. E&Y has served as the Company’s independent registered public accounting firm since 2002.

Our Board recommends a voteFORratification of the selection of E&Y to serve as the Company’s independent registered public accounting firm for the current Fiscal Year ending 2012. The ratification of this selection is not required under the laws of the Commonwealth of Massachusetts, where the Company is incorporated, but the results of this vote will be considered by the Audit and Finance Committee in selecting the Company’s independent registered public accounting firm for future fiscal years.

Representatives of E&Y are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR ENDING JUNE 30, 2012.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees

The aggregate fees billed to us by E&Y for Fiscal Years 2010 and 2011 for professional services for the audit of our annual financial statements, audit of internal control over financial reporting, and review of the financial statements included in our Quarterly Reports onForm 10-Q, were approximately $2,163,000 and $1,977,000, respectively. All of these services were approved by the Audit and Finance Committee.

Audit-Related Fees

The aggregate fees billed to us by E&Y for assurance and related services that were reasonably related to the audit or review of our financial statements for Fiscal Years 2010 and 2011, and which are not included in the amounts disclosed above under the caption “Audit Fees,” were approximately $209,000 and $32,000, respectively. These fees were primarily related to our employee benefit plan audits for both fiscal years, and audit procedures surrounding the internal control environment implications of our new costing and billing system in Fiscal Year 2010. All of these services were approved by the Audit and Finance Committee.

Tax Fees

The aggregate fees billed by E&Y for tax services for Fiscal Year 2010 were approximately $290,000. Of this total, $197,000 was for domestic and international tax compliance services and $93,000 was for domestic and international tax planning and advice. The aggregate fees billed by E&Y for tax services for Fiscal Year 2011 were approximately $431,000. Of this total, $103,000 was for domestic and international tax compliance services and $328,000 was for domestic and international tax planning and advice. All of these fees were approved by the Audit and Finance Committee.

All Other Fees

There were no other fees billed to us by E&Y for services other than Audit Fees, Audit Related Fees and Tax Fees described above for Fiscal Years 2010 and 2011.

Pre-Approval Policies and Procedures

The Audit and Finance Committee has considered whether the provision of non-audit services to the Company by E&Y is compatible with maintaining E&Y’s independence. All services for Fiscal Years 2010 and 2011 were approved by the Audit and Finance Committee.

The Audit and Finance Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit and Finance Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit and Finance Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The Audit and Finance Committee has also delegated to the Chairman of the Audit and Finance Committee the authority to approve any audit or non-audit services to be provided to the Company by its independent registered public accounting firm. Any approval of services by the Chairman of the Audit and Finance Committee pursuant to this delegated authority is reported on at the next meeting of the Audit and Finance Committee.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our common stock that may be issued upon the exercise of options and rights under all of our equity compensation plans as of June 30, 2011, consisting of our Second Amended and Restated 1995 Stock Option Plan, referred to as the 1995 Plan, our 1998 Non-Qualified, Non-Officer Stock Option Plan, referred to as the 1998 Plan, our 2000 Employee Stock Purchase Plan, our 2001 Stock Incentive Plan, referred to as the 2001 Plan, our 2005 Stock Incentive Plan, our 2007 Stock Incentive Plan, and our 2010 Stock Incentive Plan. The 1995 Plan expired on September 13, 2005, the 1998 Plan expired on February 26, 2008 and the 2001 Plan expired on September 13, 2011.

Number of Securities

Weighted-

Remaining Available for

Average Exercise

Future Issuance Under

Price of

Equity Compensation

Number of Securities to

Outstanding

Plans (Excluding

be Issued Upon Exercise

Options,

Securities

of Outstanding Options,

Warrants and

Reflected in

Plan Category

Warrants and Rights

Rights

Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

3,484,114

(1)

16.63

5,018,437

(2)

Equity compensation plans not approved by security holders(3)

245,100

14.00

Total

3,729,214

5,018,437

(2)


(1)		Excludes 558,658 shares of unvested restricted stock issued pursuant to the 2005 Plan and the 2007 Plan, and 37,500 restricted stock units issued pursuant to the 2007 Plan.

(2)		Includes 537,731 shares that may be issued pursuant to the 2000 Employee Stock Purchase Plan.

(3)		Consists of the 1998 Plan, which is discussed below.

The 1998 Plan

The 1998 Plan provided for the granting of nonqualified stock options to non-officer employees at the fair market value of common stock on the grant date as determined under the provisions of the 1998 Plan. Options under the 1998 Plan expire eight years from the date of grant and vest at dates ranging from the issuance date to five years. The Company’s 1998 Plan was not approved by the Company’s shareholders, and it expired on February 26, 2008. As of June 30, 2011, approximately 245,100 shares were reserved for issuance upon the exercise of outstanding options under the 1998 Plan. There are no shares available for new grants under the 1998 Plan, as it has expired.

OTHER MATTERS

Our Board does not intend to bring any matters before the Annual Meeting other than those specifically set forth in the Notice of Annual Meeting and it knows of no matters to be brought before the Annual Meeting by others. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with the judgment of the Board.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement or Annual Report to Shareholders may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you write or call us at the following address or phone number: 195 West Street, Waltham, Massachusetts, 02451, Attention: Investor Relations;781-434-4118. If you wish to receive separate copies of our Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

SHAREHOLDER PROPOSALS AND COMMUNICATIONS

If you are interested in submitting a proposal for inclusion in the proxy statement for the 2012 annual meeting, you need to follow the procedures outlined inRule 14a-8 of the Exchange Act. To be eligible for inclusion, we must receive your shareholder proposal for our proxy statement for the 2012 annual meeting of shareholders at our principal executive offices in Waltham, Massachusetts at the address below no later than June 30, 2012.

Our by-laws require that we be given advance written notice of shareholder nominations for election to our Board of Directors and of other matters that shareholders wish to present for action at an annual meeting of shareholders (other than matters included in our proxy materials in accordance withRule 14a-8 under the Exchange Act). The Secretary must receive such notice at the address noted below not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, then we must receive such notice at the address noted below not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of (A) the 60th day prior to such annual meeting and (B) the seventh day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever occurs first. Assuming that the 2012 annual meeting is not advanced by more than 20 days nor delayed by more than 60 days from the anniversary date of the 2011 annual meeting, you would need to give us appropriate notice at the address noted below no earlier than September 9, 2012, and no later than October 9, 2012. If a shareholder does not provide timely notice of a nomination or proposal to be presented at the 2012 annual meeting, the proxies designated by our Board of

Directors will have discretionary authority to vote on any such proposal which may come before the meeting. Under Massachusetts law, an item may not be brought before our shareholders at a meeting unless it appears in the notice of the meeting.

Our by-laws also specify requirements relating to the content of the notice that shareholders must provide to the Secretary of PAREXEL for any matter, including a shareholder proposal or nomination for director, to be properly presented at a shareholder meeting. A copy of the full text of our by-laws is on file with the Securities and Exchange Commission.

Shareholders may send any communications regarding Company business, including shareholder proposals, to the Board or any individual director in care of the Secretary of the Company at our principal executive offices located at PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts 02451. We suggest any communications should be sent by certified mail return receipt requested. The Secretary will forward all such communications to the addressee. The Nominating and Corporate Governance Committee of the Board, together with our management and legal counsel, will evaluate any shareholder proposal submitted to us in connection with any meeting of shareholders, and shall recommend to the Board the appropriate response to such proposal. Our Board will give appropriate attention to written communications that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the charters of the committees of the Board, the Presiding Director shall, subject to advice and assistance from the General Counsel of the Company, (1) be primarily responsible for monitoring communications from shareholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate. Communications may be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Presiding Director considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs or personal grievances.

October 28, 2011

THE BOARD OF DIRECTORS ENCOURAGES SHAREHOLDERS TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, WE URGE YOU TO VOTE YOUR SHARES AS DESCRIBED IN THE NOTICE. IF YOU REQUESTED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.

004CTI1651


PAREXEL International Corporation				Electronic Voting Instructions You can vote by Internet! Available 24 hours a day, 7 days a week!
				Instead of mailing your proxy, you may choose the voting method outlined below to vote your proxy.
				VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
				Proxies submitted by the Internet must be received by 1:00 a.m., Central Time, on December 8, 2011.


		Vote by Internet • Log on to the Internet and go to www.envisionreports.com/PRXL • Follow the steps outlined on the secured website.


Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.		x


Annual Meeting Proxy Card

▼IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼


A		Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 and 4, andFOR “1 Year” on Proposal 3.

Election of Directors*:

For

Withhold

For

Withhold

01 - Patrick J. Fortune

02 - Ellen M. Zane

*To elect two (2) Class I Directors to serve for a term continuing until the annual meeting of shareholders in 2014 and until his or her successor is duly elected & qualified.

For

Against

Abstain

1 Yr

2 Yrs

3 Yrs

Abstain

Approve, in an advisory vote, the compensation of our named executive officers as presented in the proxy statement.

Approve, in an advisory vote, the frequency with which executive compensation will be subject to future advisory shareholder votes.

For

Against

Abstain

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.


B		Non-Voting Items
Change of Address— Please print new address below.


C		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

THIS PROXY SHOULD BE DATED AND SIGNED BY THE SHAREHOLDER(S) EXACTLY AS HIS OR HER NAME APPEARS HEREON AND RETURNED PROMPTLY IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHALL SO INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN.


Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/ /

01DKQE

▼IF YOU HAVE NOT VOTED VIA THE INTERNET, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

Proxy — PAREXEL International Corporation

PROXY FOR 2011 ANNUAL MEETING OF SHAREHOLDERS – DECEMBER 8, 2011
SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on December 8, 2011

The Proxy Statement dated October 28, 2011 and our 2011 Annual Report
are available for viewing, printing and downloading at www.edocumentview.com/prxl

The undersigned Shareholder of PAREXEL International Corporation, a Massachusetts corporation, revoking all prior proxies, hereby appoints James F. Winschel, Jr. and Douglas A. Batt and each of them, proxies, with full power of substitution, to vote all shares of Common Stock of PAREXEL International Corporation which the undersigned is entitled to vote at the 2011 Annual Meeting of Shareholders of the Company to be held at The Westin Hotel, 70 Third Avenue, Waltham, MA 02451 on December 8, 2011 at 2:30 p.m., local time, and at any adjournments thereof, upon matters set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement dated October 28, 2011, a copy of which has been received by the undersigned, and in their discretion upon any other business that may properly come before the meeting or any adjournments thereof. Attendance of the undersigned at the meeting or at any adjourned session thereof will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate thereat the intention of the undersigned to vote said shares in person.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE PROPOSALS IN ITEMS 2 AND 4, AND 1 YEAR FOR PROPOSAL 3.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Parexel International (PRXL) Inactive DEF 14ADefinitive proxy