The summary below highlights some of the information that is described in more detail elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we urge you to review the complete document carefully before voting. For additional information regarding the Company’s 2013 performance, please also review the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Introduction

The Intent and Success of Our Executive Compensation Philosophy. The Board has structured the level and design of our executive pay programs to create a maximum “return on executive leadership.” Our executive compensation programs are carefully designed to motivate, align, and retain employees to create superior operating results and the expected associated shareholder returns. Our performance-based programs are intended to maximize performance and tie executive remuneration under those programs to achievement of superior operating and stock price results. Our current unique leadership team is deemed by the Board to be essential to our future success, and we have structured our compensation programs to be as unique as our team.

To ensure that this philosophy remains robust and effective, the Compensation Committee evaluates the historical alignment of pay and performance annually. These reviews have demonstrated a history of highly aligned realizable pay for performance over the past three years and the full tenure of our Executive Chair. This analysis allows us to create future looking plans that are designed to accomplish similar results.

As demonstrated below, our performance has been outstanding, reaching a record high stock price in 2013, and our executive compensation is and has been highly aligned with the interests of shareholders. Our excellent 2013 performance -- and the exceptional 34.4% total shareholder return (“TSR”) over the past five years, with approximately $11 billion of new shareholder value created -- is directly related to the talents of the Company’s global workforce; the vision, commitment, and execution of our senior leadership team; and the effectiveness of our executive compensation programs.

Leadership of Your Company and Continuing Focus on Increasing Shareholder Value. Over the past decade, Mylan’s senior leadership team has

successfully developed and executed on a vision and strategy to establish an unmatched global operating and commercial platform, identify and execute on key drivers of future growth, return value to shareholders, and position the Company as a leader in the industry, all while maintaining a strong balance sheet and credit rating.

As the Company, the industry, and health care systems around the world have evolved, so too has our leadership and governance structure. Given the evolving size and complexity of the Company and the anticipated challenges and opportunities of the future, among many other factors, in 2012, we announced an enhanced leadership structure with Mr. Coury as Executive Chairman, Ms. Bresch as Chief Executive Officer, and Mr. Malik as President, among other executives.

The Company’s outstanding performance in 2012 and 2013 demonstrates the effectiveness of this enhanced leadership structure -- and the power and potential of our global platform built over the past decade.

With the right assets and leadership in place, in 2012, the Company publicly announced a highly ambitious goal of achieving $6.00 in adjusted diluted EPS (“adjusted EPS”) by the end of 2018, which is expected to result in a significant increase in shareholder value. While executing on that goal, the Company also is beginning to develop strategies for longer-term, sustainable growth into the next decade.

Focusing on this ambitious 2018 goal, the opportunities and challenges of the future, and the proven vision, strategies, and execution of our leadership team, the Compensation Committee and the independent Directors of the Board have determined to extend the employment agreements of Mr. Coury, Ms. Bresch, and Mr. Malik through 2018 to lead the Company in the execution of our five-year plan and the development of new, longer-term strategies.

After consultation with expert advisors and shareholders holding approximately 30% of the Company’s outstanding shares, the Compensation Committee and the independent Directors also have approved a new One-Time Special Performance-Based Five-Year Realizable Value Incentive Program (the “One-Time Special Performance-Based Incentive Program”). This program has been designed to retain and further align more than 100

key employees with long-term shareholder interests and further motivate them to meet our ambitious goals -- and potentially deliver significant additional shareholder value over the next five years. This innovative, new, wholly performance-based program is a continuation of our robust pay-for-performance philosophy and is designed to pay full value to those employees only if they remain with the Company through 2018 and both our adjusted EPS and our stock price increase

significantly and at superior levels. The program is also designed to ensure that there will not be a payout until shareholders have the opportunity to receive newly created value. In addition, the program caps the maximum value payable to the employees who participate in the program. The program was designed with the following five primary objectives:

One-Time Special Performance-Based Incentive Program

Enhanced Governance and Compensation Practices. The Company has made significant enhancements to its corporate governance and executive compensation practices. We have consulted with external experts in the fields of corporate governance and compensation, and engaged in open and candid outreach to holders of

approximately 30 percent of Mylan’s outstanding shares over the past several years. We believe that we have substantially addressed the concerns expressed by shareholders, and that our current governance and compensation philosophy is optimal for our Company and has been essential to our financial and stock price success.

Other financial highlights from 2013 include:

See pages 20 to 22 of this Proxy Statement for further discussion of five-year and 2013 financial performance.

Key 2013 Operational Accomplishments. 2013 represented yet another very strong year of operational performance for Mylan, as the Board and management further positioned the Company to meet its goals of generating sustainable long-term growth and fulfilling its mission of setting new standards in health care, providing 7 billion people access to high quality medicine.

Operational highlights from 2013 include, among others:

See page 22 of this Proxy Statement for additional discussion of our 2013 operational achievements.

Executive Compensation is Closely Aligned with Performance. Mylan’s compensation philosophy is to incentivize performance that leads to exceptional financial results and creates shareholder value. As demonstrated above, we produced exceptional

financial results and shareholder value in 2013, and the following section demonstrates that we once again have met our goal of closely aligning compensation with performance.

For example:

2013 LTI Mix

See pages 22 to 23 of this Proxy Statement for further discussion of the close alignment between pay and performance in 2013.

Executing on a Long-Term Strategy for Growth and Further Incentivizing Key Employees to Substantially Increase Shareholder Value

In 2012, the Company announced a long-term target of adjusted EPS of $6.00 by the end of 2018, which would result in a new transformation of Mylan -- nearly doubling the size of the Company in five years -- and a potentially significant increase in shareholder value. At Mylan’s August 2013 Investor Day meeting, the Company provided a detailed roadmap of key steps to achieving this ambitious target. Critical to achieving this significant earnings growth will be the continued performance of the Company’s robust global platforms and businesses, successfully executing on our key growth drivers, and driving the continued transformation of the Company, among other factors.

Key Executive Retention. The independent Directors of the Board also believe that, in addition to continued outstanding performance by Mylan employees around the world, to be successful in achieving the Company’s ambitious five-year plan, we must retain and enhance the talented, dedicated, and unified management team whose vision and execution have been and will be so crucial to both implementing the strategies that have yielded the Company’s impressive achievement to date -- and to meeting our ambitious 2018 goal. Equally important, the independent Directors recognize the key role that our current unique senior leadership team will play in developing a vision and a plan for longer-term, sustainable growth strategies beyond 2018.

With these goals in mind, the independent Directors and the Compensation Committee have determined

that the continued engagement of Mr. Coury -- whose vision and leadership have enabled the Company to develop the world class global platform and management team that fuel its success -- is in the best interests of the Company and shareholders as Mylan drives to meet its ambitious 2018 goals and develop a vision and strategies for success beyond 2018. The Compensation Committee and the independent Directors also have determined that the continued retention of Ms. Bresch and Mr. Malik -- whose outstanding, proven leadership and execution have been and will be key to the continued operational success of the Company -- is also in the best interests of the Company and shareholders. Accordingly, in February 2014 the Compensation Committee and the independent Directors approved extensions of employment agreements with Mr. Coury, Ms. Bresch, and Mr. Malik through 2018.

See pages 33 to 35 of this Proxy Statement for additional discussion of these employment agreement extensions.

One-Time Special Performance-Based Five-Year Realizable Value Incentive Program. The achievement of our ambitious goal of adjusted EPS of $6.00 by the end of 2018 would more than double our adjusted EPS for fiscal year 2013 of $2.89 -- and would represent a 16% compound annual growth rate in adjusted EPS over this five-year period. This truly ambitious business objective, if achieved, would result in yet another transformation of the Company and significant value creation for our shareholders.

Consistent with our commitments to enhancing shareholder value, aligning compensation with performance, and incentivizing and retaining key talent, in February 2014 the Compensation Committee and the independent Directors approved the new One-Time Special Performance-Based Incentive Program. The program was designed with five primary objectives, which are described on page ii of this Proxy Summary.

This program has been the subject of detailed and lengthy consideration by the Compensation Committee and the independent Directors, in consultation with leading experts in the area of executive compensation, as well as shareholders holding approximately 30 percent of Mylan’s stock.

In our meetings with shareholders, investors were fully supportive of the establishment of an incentive plan for a large group of key employees tied to the creation of substantial new shareholder value, and were particularly supportive of the wholly performance-based aspects of the proposed program and its five-year cliff vesting provisions.

See pages 35 to 38 of this Proxy Statement for additional discussion of this One-Time Special Performance-Based Incentive Program.

Shareholder Engagement and Enhanced Compensation and Governance-Related Policies

During our most recent shareholder outreach meetings in December 2013, the attendees included, depending on the meeting, our Lead Independent Director and the Chair of our Compensation Committee, our Executive Chairman, and/or our Chief Financial Officer. We believe these meetings have been truly valuable and plan to continue to hold similar meetings in the future for on-going and meaningful dialogue with shareholders on compensation and governance-related matters.

Based on our engagement with shareholders and the Board’s independent analysis with leading experts in corporate governance and compensation, the Company implemented numerous significant enhancements to its compensation and governance-related policies in 2013. Key enhancements to the Company’s compensation and governance-related policies adopted by the Board and/or the Compensation Committee in 2013 are described in the following table.

Changes to Executive Compensation and Governance Policies

The principal changes to our executive compensation program and governance policies adopted in 2013 in connection with our shareholder outreach, in response to our 2013 and prior Say-on-Pay vote results, and/or based on the Board’s own independent analysis, are summarized in the table below.

Item 2: Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2014

The Board of Directors recommends a vote “FOR” shareholder ratification of Deloitte & Touche LLP as the Company’s independent auditor for 2014.

See page 17 of this Proxy Statement for a discussion of the services provided by Deloitte & Touche LLP.

Item 3: Advisory Vote on Executive Compensation

2013 was an outstanding year for Mylan and compensation is closely aligned with total shareholder return. The Board of Directors recommends a vote “FOR” the Company’s executive compensation programs described in this Proxy Statement.

See page 18 of this Proxy Statement for a discussion of Mylan’s 2013 executive compensation.

Item 4: Shareholder Proposal

A shareholder has submitted a proposal that the Board adopt a mandatory policy requiring a non-executive Chairman of the Board. As discussed below, the Board believes that this proposal is unsupported, without merit, ignores the outstanding leadership and performance of the Executive Chairman, and would serve to dismantle the very management structure that has produced record performance and outstanding shareholder value. The Board recommends a vote “AGAINST” this proposal.

See pages 53 to 57 of this Proxy Statement for a discussion of this shareholder proposal.

Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement and Shareholder Letter contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements with regard to the Company’s future operations, its anticipated business levels, future earnings, planned activities, anticipated growth, and other expectations and targets for future periods. These often may be identified by the use of words such as “believe,” “anticipate,” “expect,” “plan,” “would,” “will”, “project”, “trends,” “intend,” “continue,” “estimate,” “target” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: challenges, risks, and costs inherent in business

integrations and in achieving anticipated synergies; our ability to identify, acquire, and/or integrate complementary or strategic acquisitions of other companies, products or assets; our expected or targeted future financial and operating performance and results; our capacity to bring new products to market, including but not limited to where we use our business judgment and decide to manufacture, market, and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch”); our ability to protect our intellectual property and preserve our intellectual property rights, as well as other confidential, proprietary, and trade secret information; the effect of any changes in customer and supplier relationships, business models, and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in economic and financial conditions of the Company’s business; uncertainties and matters beyond the control of management; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States (“GAAP”) and related standards or on an adjusted basis. For more detailed information on the risks and uncertainties associated with our business activities, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and its other filings with the Securities and Exchange Commission (“SEC”). You can access our Form 10-K and other filings with the SEC through the SEC website at www.sec.gov, and we strongly encourage you to do so. The Company undertakes no obligation to update statements in the Proxy Statement or Shareholder Letter for revisions or changes after the date of the filing of this Proxy Statement. Long-term targets noted in this Proxy Statement and Shareholder Letter, including, but not limited to, 2018 targets, do not reflect Company guidance.

Reconciliation of Non-GAAP Financial Measures

This Proxy Statement and Shareholder Letter include the presentation and discussion of certain financial information that differs from what is reported under GAAP. These non-GAAP financial measures, including, but not limited to, adjusted revenue, adjusted EPS, adjusted EBITDA, adjusted free cash flow, return on invested capital, and adjusted operating cash flow, are presented in order to supplement readers’ understanding and assessment of the Company’s financial performance. Management uses these measures internally for forecasting, budgeting, measuring its operating

performance, and incentive-based awards. In addition, primarily due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with GAAP. In addition, the Company believes that including EBITDA and supplemental adjustments applied in presenting adjusted EBITDA pursuant to our credit agreement is appropriate to provide additional information to investors to demonstrate the Company’s ability to comply with financial debt covenants (which are calculated using a measure similar to adjusted EBITDA) and assess the Company’s ability to incur additional indebtedness. Appendix A to the Proxy Statement contains reconciliations of such non-GAAP financial measures to the most closely applicable GAAP financial measure. Readers are encouraged to review the related GAAP financial measures and the reconciliations of the non-GAAP measures to their most comparable GAAP measures set forth in Appendix A, and should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP.

General

We are furnishing this Proxy Statement to shareholders of Mylan Inc., a Pennsylvania corporation (“Mylan” or the “Company”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2014 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement thereof. The Annual Meeting is scheduled to be held on Friday, April 11, 2014, at 10:30 a.m., at The St. Regis Washington, D.C., 923 16th & K Streets, N.W., Washington, DC 20006, for the purposes set forth in the accompanying Notice of Annual Meeting. We are mailing this Proxy Statement and the enclosed proxy card to shareholders on or about March 10, 2014.

Your Board has fixed the close of business on February 20, 2014 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. As of the close of business on the Record Date, there were 371,861,985 shares of Mylan common stock, par value $0.50 per share (“Common Stock”), outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting. Shareholders do not have cumulative voting rights.

Quorum

For each matter presented at the Annual Meeting, holders of a majority of the outstanding shares of Mylan Common Stock entitled to vote on that matter as of the Record Date must be present in person or represented by proxy to constitute a quorum. Proxies marked as abstaining and proxies returned by brokers as “non-votes” because they have not received voting instructions from the beneficial owners of the shares (but only if the broker votes on at least one routine matter at the meeting) will each be treated as shares present for purposes of determining the presence of a quorum.

Voting

Shareholders may cast their votes at the meeting, over the Internet, by submitting a printed proxy card, or by calling a toll-free number.

If the ownership of your shares is reflected directly on the books and records of our transfer agent and you

vote by proxy, the individuals named on the enclosed proxy card will vote your shares in the manner that you indicate. If you do not specify voting instructions, then the proxy will be voted in accordance with recommendations of the Board, as described in this Proxy Statement. If any other matter properly comes before the Annual Meeting, the designated proxies will vote on that matter in their discretion.

If your shares are instead held in the name of a brokerage firm, bank nominee, or other institution (“street name”), please sign, date, and mail the enclosed instruction card in the enclosed postage-paid envelope or contact your broker, bank nominee, or other institution to determine whether you will be able to vote over the Internet or by telephone.

Broker non-votes occur on a matter when the brokerage firm, bank nominee, or other institution in whose name your shares are held is not permitted by applicable regulatory requirements to vote on that matter without instruction from the owner of the shares and no instruction is given. Absent instructions from you, your broker may vote your shares on the ratification of the appointment of our independent auditors, but may not vote your shares on the election of directors or any of the other proposals at the 2014 Annual Meeting.

If you come to the Annual Meeting to cast your vote in person and you are holding your shares in a brokerage account or through a bank or other nominee, you will need to bring a legal proxy obtained from your broker, bank, or nominee that authorizes you to vote your shares in person.

Your vote is important. We encourage you to sign and date your proxy card and return it in the enclosed postage-paid envelope, or to vote over the Internet or by telephone, so that your shares may be represented and voted at the Annual Meeting.

Revoking a Proxy

You may revoke your proxy before it is voted by submitting another properly executed proxy showing a later date; filing a written notice of revocation with Mylan’s Corporate Secretary; casting a new vote over the Internet or telephone; or voting in person at the Annual Meeting. The contact information for the Company’s Corporate Secretary is provided in the section entitled “Communications with Directors” on page 60 of this Proxy Statement.

Votes Required

Election of Directors

A Director nominee must receive a majority of the votes cast. In other words, the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director’s election. Abstentions and broker non-votes, if any, are not considered votes cast and will have no effect on the outcome of the vote.

If a Director receives less than a majority of the votes cast, the Director shall offer to tender his or her resignation to the Board. The Governance and Nominating Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results.

You may vote either “FOR”, “AGAINST”, or “ABSTAIN” with respect to each nominee for the Board.

Pursuant to the Company’s bylaws, plurality voting would apply to contested elections. For example, if there were more Director nominees than Board positions available, the nominees receiving the most votes cast regardless of whether they received a majority of votes cast would be elected to the available Board positions. There is no contested election at this year’s meeting.

Ratification of Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm; Advisory Vote on Executive Compensation; and Consideration of Shareholder Proposal

The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, the advisory non-binding vote on executive compensation, and the consideration of the shareholder proposal require the affirmative vote of a majority of the votes cast by shareholders entitled to vote. Abstentions and broker non-votes, if any, are not considered votes cast and will have no effect on the outcome of the vote on any of these proposals.

If the selection of Deloitte & Touche LLP is not ratified by shareholders, the Audit Committee will reconsider its selection of that firm as the Company’s independent registered public accounting firm.

Multiple Shareholders Sharing the Same Address

In accordance with the notices previously sent to street name shareholders who share a single address, we are sending only one Proxy Statement to that address unless we have received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce printing and postage costs. However, if any shareholder residing at such an address wishes to receive a separate Proxy Statement, we will promptly deliver the requested documents upon written or oral request to Mylan’s Corporate Secretary. If you are receiving multiple copies of this Proxy Statement, you can request householding by contacting Mylan’s Corporate Secretary.

The contact information for the Company’s Corporate Secretary is stated under the section entitled “Communications with Directors” on page 60 of this Proxy Statement.

Proxy Solicitation

Mylan will bear the cost of this solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional materials furnished by our Board to shareholders. Proxies may be solicited by Directors, officers, and employees of Mylan and its subsidiaries without additional compensation. Copies of solicitation material will be furnished to brokerage firms, banks, and other nominees holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to these beneficial owners. If asked, we will reimburse these persons for their reasonable expenses in forwarding the solicitation material to the beneficial owners. The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, Internet, and personal solicitation by our Directors, officers, or other employees. In addition, the Company has retained Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022 to assist in soliciting proxies at a cost of approximately $20,000 plus expenses.

Meetings of the Board

Your Board met 17 times in 2013. In addition to meetings of the Board, Directors attended meetings of individual Board Committees of which they were members. All of the Directors attended at least 75% of the Board meetings and meetings of Board Committees of which they were a member during the periods for which he or she served. In addition to Board and Committee meetings, all members of the Board attended the 2013 Annual Meeting of Shareholders.

Non-management members of the Board met in executive session from time to time during 2013, and are required to so meet at least annually. Rodney Piatt, the Vice Chairman of the Board, has been appointed as the Lead Independent Director and presides at such executive sessions.

For information regarding how to communicate with non-employee Directors as a group or with one or more individual members of the Board, see “Communications with Directors” on page 60 of this Proxy Statement.

Board Committees

The standing Committees of the Board include the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, and the Science and Technology Committee. Each Committee operates under a written charter, current copies of which are available on the Company’s corporate website at mylan.com/company/corporate-policy. Copies of the charters are also available in print to shareholders upon request, addressed to Mylan’s Corporate Secretary at 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317.

The table below provides 2013 membership and meeting information for the noted Board Committees.

Audit Committee and Audit Committee Financial Expert. The Audit Committee’s responsibilities include, among others, the appointment, compensation, retention, oversight, and replacement of the Company’s independent registered public accounting firm; reviewing with the independent registered public accounting firm the scope of its audit plan and related fees and the results of its audit; reviewing the Company’s internal audit scope, plan, and ongoing results; and reviewing with management both the Company’s financial statements and related

disclosures and management’s assessment of the Company’s internal control over financial reporting. All of the members of the Audit Committee are independent Directors, as required by and as defined in the audit committee independence standards of the Securities and Exchange Commission (the “SEC”) and the applicable NASDAQ listing standards. The Board has determined that each of the Audit Committee members — Mr. Dimick, Ms. Higgins, Mr. Leech, and Mr. Piatt — is an “audit committee financial expert,” as that term is defined in the rules of

the SEC. The Board also has determined that Mr. Dimick’s concurrent service on the audit committees of more than two other public companies does not impair his ability to effectively serve on Mylan’s Audit Committee.

Compensation Committee. The Compensation Committee reviews and approves the Company’s compensation philosophy, strategy, and objectives, as well as the compensation program for the Company’s executive officers, among other matters. The Compensation Committee plays an active role in the oversight of the Company’s executive compensation practices, including the review of the Company’s compensation programs in consideration of industry practices, the Company’s strategic goals and emerging trends, executive retention needs, and performance, and seeks to align the Company’s compensation program with shareholder interests and maintain strong links between executive pay and performance. The Compensation Committee also oversees the Company’s equity compensation and benefit plans. All of the members of the Compensation Committee are independent Directors as defined in the applicable NASDAQ listing standards.

Compliance Committee. The Compliance Committee oversees and makes recommendations to the Board regarding the implementation, maintenance, and monitoring of the Company’s Corporate Compliance Program and Code of Business Conduct and Ethics. All of the members of the Compliance Committee are independent Directors as defined in the NASDAQ listing standards.

Executive Committee. The Executive Committee exercises those powers of the Board not otherwise limited by a resolution of the Board or by law during the intervals between meetings of the Board.

Finance Committee. The Finance Committee advises the Board with respect to material financial matters and transactions of the Company including, but not limited to, reviewing and overseeing material mergers, acquisitions, and combinations with other companies and the source and implementation of potential financing for such transactions, including establishing credit facilities and financing with commercial lenders; reviewing strategies with respect to the capital structure of the Company and the deployment of its capital; approving the Company’s issuance or repurchase of any of its debt securities; approving any guarantees to be provided by the Company on the debt of any of the Company’s subsidiaries; and approving the Company’s policy for entering into transactions involving derivative instruments. All of the members of the Finance Committee are independent Directors as defined in the applicable NASDAQ listing standards.

Governance and Nominating Committee. The Governance and Nominating Committee (the “G&N Committee”) is responsible for, among other matters, recommending to the Board candidates for nomination to the Board and to the Committees of the Board, and developing and recommending to the Board a set of corporate governance principles applicable to the Company. All of the members of the G&N Committee are independent Directors as defined in the applicable NASDAQ listing standards.

Science and Technology Committee. The Science and Technology Committee serves as a sounding board for management and, at the Board’s request, reviews management and third-party presentations regarding emerging scientific and technological developments relevant to the Company, new technology in which the Company is investing, acquiring, or developing, and the overall strategy and direction of the Company’s research and development program.

Consideration of Director Nominees

For purposes of identifying individuals qualified to become members of the Board, and consistent with the Company’s Corporate Governance Principles, the G&N Committee considers the following criteria, among others, with regard to traits, abilities, and experience that the Board looks for in determining candidates for election to the Board:

In addition, a majority of the members of the Board should be “independent,” as that term may be defined from time to time by the applicable NASDAQ listing standards. For a Director to be considered independent, the Board must determine that he or she is free of any relationships which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director.

Although the G&N Committee does not have a formal policy with respect to diversity, the Committee and the Board as a whole believe that it is important for Board members to represent diverse viewpoints, and

further that the backgrounds and qualifications of the Directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities. The Board also seeks to combine the skills and experience of its long-standing board members with the fresh perspectives, insights, skills, and experiences of new members.

Recent additions to the Board include Ms. Bresch and Judge Cindrich in 2011, Ms. Higgins and Mr. Malik in 2013, and, if elected, Ms. Dillon in 2014. Ms. Bresch brings an in-depth understanding of the industry and Mylan’s business and operations to the Board through the variety of roles she has held over her 20-plus-year career with the Company. Judge Cindrich brings an in-depth knowledge of the healthcare industry, which is further strengthened by his business and legal expertise. Ms. Higgins brings a wealth of financial experience to the Board from her time at Goldman Sachs. Mr. Malik’s extensive knowledge of the Company’s global operations, his time in India, along with his many years at Mylan, provide him with a keen and very valuable understanding of commercial opportunities around the world. Ms. Dillon, if elected, brings a great depth of leadership and public company experience.

As needed, the G&N Committee identifies new potential nominees by, among other things, asking current Directors and executive officers to notify the G&N Committee if they become aware of persons meeting the criteria described above who would be suitable candidates for service on the Board. The G&N Committee may, from time to time, engage firms that specialize in identifying Director candidates.

The G&N Committee also will consider Director candidates properly recommended by shareholders. In considering candidates recommended by shareholders, the G&N Committee will take into consideration, among other matters, the needs of the Board and the Company and the qualifications of the candidate, including, among other things, those traits, abilities, and experiences described above. Any submission to the G&N Committee of a recommended candidate for consideration must include, among other information, the name of the recommending shareholder and evidence of such person’s ownership of Mylan stock, and the name of the recommended candidate, his or her resume or a statement of his or her principal occupation or employment, and the recommended candidate’s signed consent to be named as a Director if recommended by the G&N Committee and elected by the Board. Such information will be considered by the Chairman of the G&N Committee, who will present the information on the recommended candidate to the entire G&N Committee and subsequently, if recommended by the Committee, to the Board.

Any shareholder recommendations for Director must be sent to Mylan’s Corporate Secretary at 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317, not later than 120 days prior to the anniversary date of the Company’s most recent annual meeting of shareholders.

Once a person has been identified by the G&N Committee as a potential candidate, the G&N Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the G&N Committee determines that the candidate warrants further consideration, the Chairman of the G&N Committee or another member of the G&N Committee will contact the candidate. Generally, if the person expresses a willingness to be considered and to serve on the Board, the G&N Committee will request information from the candidate, review the candidate’s experience and qualifications, including in light of any other candidates that the G&N Committee might be considering, and conduct one or more interviews with the candidate. G&N Committee members may also contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s talents and experience. The G&N Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.

Ms. Dillon was recommended for consideration by the Governance and Nominating Committee by a current member of the Board.

See “2015 Shareholder Proposals” on page 60 of this Proxy Statement for information regarding how shareholders may nominate directors in accordance with our bylaws.

Director Independence

The Board has determined that Ms. Cameron, Judge Cindrich, Ms. Dillon, Mr. Dimick, Ms. Higgins, Mr. Leech, Dr. Maroon, Mr. Parrish, Mr. Piatt, Dr. Vanderveen and Mr. Todd are independent Directors under the applicable NASDAQ listing standards. In making these determinations, the Board considered, with respect to: Mr. Leech, Mr. Todd, and Dr. Maroon, that each has a relative who has worked for Mylan during one or more of the past several years or will begin working for us in the next several months; Mr. Todd, his past employment and receipt of accrued benefits; and Mr. Piatt, that the Company has paid minimal membership costs for several employees and has sponsored and held events at a facility indirectly owned, in part, by Mr. Piatt. The Board determined that such transactions, relationships or arrangements do not interfere with the exercise of independent judgment by these directors in carrying out their responsibilities as a Director of the Company. Mr. Coury, Ms. Bresch, and Mr. Malik are not independent Directors due to their current service as the Company’s Executive Chairman, Chief Executive Officer, and President, respectively.

Board Education

From time-to-time, the Board or individual Board members participate in Director educational programs. During 2013, all Board members participated in several days of educational programs conducted by senior management and external experts in corporate governance and other matters of relevance to the Board, as well as senior management.

Board of Directors Leadership Structure

Mylan’s Board annually elects one of its own members as the Chairman of the Board. Mr. Coury has served as the Chairman of the Board since being elected in May 2009. Based on significant interaction and experience with Mr. Coury, the independent Directors on the Board believe that Mr. Coury’s extensive knowledge of the industry, Mylan’s management, businesses and global platform, and the opportunities and challenges anticipated in the future, as well as his proven leadership abilities and insight, and the continued outstanding performance of the Company, make him the ideal person to lead the Board. Mr. Coury previously served as Chief Executive Officer of the Company from September 2002 to the end of 2011.

Effective January 1, 2012, the Board implemented an enhanced management structure, electing Mr. Coury as Executive Chairman of the Board and appointing Ms. Bresch as Chief Executive Officer, among other changes.

In his capacity as Executive Chairman, Mr. Coury’s primary responsibilities are providing overall leadership and strategic direction of the Company; providing guidance to the CEO and senior management; coordinating the activities of the Board; overseeing talent management; communicating with shareholders and other important constituencies; overseeing strategic business development; and overseeing mergers and acquisitions.

In her role as CEO, Ms. Bresch’s primary responsibilities include the day-to-day running and oversight of the Company’s global operations, business, and functions; bolstering and enhancing the Company’s processes; and developing and implementing a blueprint for an organizational design to help ensure the sustainability of our success into the future.

Although the Board has no fixed policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer, the Board strongly believes that this new, enhanced management structure has proven to be ideal for Mylan at this time, and that it has produced outstanding results for shareholders, as illustrated on pages 18 to 23 of this Proxy Statement. The Board believes that the Company and its shareholders have benefited and continue to benefit from the respective leadership, judgment, vision, experience -- and performance -- of the Executive Chairman, Mr. Coury, and the Chief Executive Officer, Ms. Bresch, both of whom share a vision for the Company that is consistent with the Board’s philosophy.

This determination is based on, among other factors, Mr. Coury’s and Ms. Bresch’s leadership abilities; the performance of the Company; and the Board’s deep and unique knowledge of the complexity, size, and dramatic growth of the Company, the Company’s businesses, operations, vision, and strategies, the respective talents and capabilities of our fellow Directors and management, and the opportunities and challenges anticipated in the future.

In connection with this enhanced management structure implemented in 2012, the Board also appointed Mr. Piatt as Lead Independent Director based on, among other factors, Mr. Piatt’s outstanding contributions as a Director of the Company, excellent business judgment, recognized leadership abilities, and independence. The Board believes that this appointment only further enhances

the Board’s already strong independent oversight of the Company. As Lead Independent Director, Mr. Piatt presides at executive sessions of the Board and at any meetings of the Board where the Chairman is not present, and he has the authority to call meetings of the non-employee Directors. He also serves on the Executive Committee of the Board of Directors. In addition, the Lead Independent Director has authority to approve meeting agendas, schedules, and information sent to the Board, and serves as the contact person for shareholders wishing to communicate with the Board and as a liaison between the Chairman and independent Directors.

Our governance structure also provides effective oversight by the Board in the following additional ways:

Board of Directors Risk Oversight

The Board’s independent Audit Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board. The Audit Committee focuses on financial reporting risk and oversight of the internal audit function. It receives reports from management at least quarterly regarding, among other matters, the Company’s assessment of risks and the adequacy and effectiveness of internal controls. The Audit Committee also receives reports from management addressing risks impacting the day-to-day operations of the Company. Mylan’s internal audit function meets

with the Audit Committee on at least a quarterly basis to discuss potential risk or control issues. The Audit Committee reports regularly to the full Board, which also considers the Company’s risk profile. The full Board focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and also seeks to ensure that risks undertaken by the Company are consistent with the Board’s risk management expectations. While the Board oversees the Company’s overall risk management strategy, management is responsible for the day-to-day risk management processes. We believe this division of responsibility is a highly effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

In addition, the independent Compensation Committee is responsible for overseeing the Company’s compensation risk as discussed further beginning on page 31 of this Proxy Statement under “Consideration of Risk in Company Compensation Policies.”

Also, the independent Compliance Committee is responsible for overseeing the Company’s corporate compliance program and related policies and controls.

Code of Ethics; Corporate Governance Principles; Code of Business Conduct and Ethics

The Board has adopted a Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and Corporate Controller (“Code of Ethics”). The Board also has adopted Corporate Governance Principles as well as a Code of Business Conduct and Ethics applicable to all Directors, officers, and employees. Current copies of the Code of Ethics, the Corporate Governance Principles, and the Code of Business Conduct and Ethics are posted on the Company’s website at mylan.com/company/corporate-policy. Copies of the Code of Ethics, the Corporate Governance Principles, and the Code of Business Conduct and Ethics are also available in print to shareholders upon request, addressed to Mylan’s Corporate Secretary at 1000 Mylan Boulevard, Canonsburg, Pennsylvania 15317. The Company intends to post any amendments to and waivers from the Code of Ethics on its website as identified above.

Non-employee Directors receive $75,000 per year in cash compensation for their service on the Board. Non-employee Directors are also reimbursed for actual expenses relating to meeting attendance.

In addition:

Non-employee Directors are eligible to receive stock options or other grants under the 2003 Long-Term Incentive Plan (the “2003 Plan”). In May 2013, each non-employee Director was granted an option to purchase 6,623 shares of Common Stock, at an exercise price of $31.63 per share, the closing price per share of the Company’s Common Stock on the date of grant, which option vests on the first anniversary of the date of grant, and 4,742 RSUs, also vesting on the first anniversary of the grant date.

In February 2013, the Board adopted stock ownership requirements for non-employee Directors. Directors are required to hold shares valued at three times their annual retainer as long as they remain on the Board. Directors who were Board members when this policy was adopted have until January 1, 2018 to comply, while each new Director has five years from his or her election to the Board to achieve this requirement. The policy was adopted to further demonstrate the alignment of Directors’ interests with shareholders for the duration of their service. All Directors, except for Ms. Higgins, are in compliance with the requirement. Ms. Higgins joined the Board in February 2013, and she has until February 2018 to satisfy these ownership requirements. If Ms. Dillon is elected to the Board at the Annual Meeting, she will be required to satisfy the ownership requirements by April 2019.

See “Item 1—Election of Directors—Director Nominees” for a description of the business experience of Ms. Bresch, Mr. Malik, and Mr. Coury.

Mr. Sheehan has served as Mylan’s Executive Vice President, Chief Financial Officer, and principal financial officer since April 2010. Prior to joining Mylan, he served as Chief Financial Officer of Delphi Corporation (“Delphi”). In addition to serving as the Chief Financial Officer for Delphi, Mr. Sheehan held several senior management positions, including Chief Restructuring Officer, Chief Accounting Officer, and Controller after joining that company in 2002. Prior to joining Delphi, Mr. Sheehan was a partner at KPMG LLP, a global professional accounting firm.

Mr. Korman has served as Mylan’s Executive Vice President and Chief Operating Officer since January 1, 2012. Prior to that, he was the Senior Vice President and President, North America of Mylan commencing in October 2007. From February 2005 to December 2009, he served as President of Mylan Pharmaceuticals Inc. Since joining Mylan through its acquisition of UDL Laboratories (n/k/a Mylan Institutional) (“UDL”) in 1996, Mr. Korman has held several other positions of increasing responsibility, including President of UDL and Vice President of Sales and Marketing for Mylan Pharmaceuticals.

Mr. Rizzo has served as the Company’s Corporate Controller and Chief Accounting Officer since he joined the Company in June 2006 and as Senior Vice President since October 2007. He was the Company’s principal financial officer from October 2009 to March 2010 and Vice President from June 2006 to October 2007. Prior to that time, he served as Vice President and General Controller of Hexion Specialty Chemicals, Inc. from October 2005 to May 2006, and from September 1998 to September 2005 he served as Vice President and Corporate Controller (and principal accounting officer) at Gardner Denver, Inc.

Mr. Mauro has served as President, North America of Mylan since January 1, 2012. He served as President of Mylan Pharmaceuticals Inc. from 2009 through February 2013. In his 16 years at Mylan, Mr. Mauro has held roles of increasing responsibility, including Chief Operating Officer for Mylan Pharmaceuticals ULC in Canada, and, for Mylan, Vice President of Strategic Development, North America, and Vice President of Sales, North America.

Officers of Mylan who are appointed by the Board can be removed by the Board, and officers appointed by the Chief Executive Officer can generally be removed by her.

The Audit Committee recommended, and the Board has approved, Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2014, and has directed that management submit the selection of Deloitte & Touche LLP as the independent registered public accounting firm for ratification by the shareholders at the Annual Meeting. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will be available to respond to appropriate questions from shareholders, and will be given an opportunity to make a statement if he or she desires to do so.

Shareholder ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm is not required by Mylan’s bylaws or otherwise. However, if shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Independent Registered Public Accounting Firm’s Fees

Deloitte & Touche LLP served as Mylan’s independent registered public accounting firm during 2013 and 2012, and no relationship exists other than the usual relationship between independent registered public accounting firm and client. Details about the nature of the services provided by, and the fees the Company paid to, Deloitte & Touche LLP for such services during 2013 and 2012 are set forth below.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy regarding pre-approval of audit, audit-related, tax, and other services that the independent registered public accounting firm may perform for the Company. Under the policy, the Audit Committee must pre-approve on an individual basis any requests for audit, audit-related, tax, and other services not covered by certain services that are pre-approved annually by the Audit Committee. The policy also prohibits the engagement of the independent registered public accounting firm for non-audit related financial information systems design and implementation, for certain other services considered to have an impact on independence, and for all services prohibited by the Sarbanes-Oxley Act of 2002. All services performed by Deloitte & Touche LLP during 2013 and 2012 were pre-approved by the Audit Committee in accordance with its policy.

Compensation Discussion and Analysis

Executive Summary

The Board has structured the level and design of our executive pay programs to create a maximum “return on executive leadership.” Our compensation program thus is designed to incentivize outstanding performance and shareholder value creation, align compensation with performance and shareholder interests, attract and retain highly qualified employees, and inspire continued performance. Our performance-based programs are intended to maximize performance and specifically tie executive remuneration under those programs to achievement of superior operating and stock price results. Our current unique leadership team is deemed by the Board to be essential to our future success, and we have structured our compensation programs to be as unique as our team.

The Board believes that the Company’s exceptional financial and operational performance over the past five years, including another excellent year in 2013 that saw a record high stock price, clearly reflect the dedication and talents of our most important asset -- our outstanding employees around the world -- and the effectiveness of our compensation programs in incentivizing performance and aligning compensation with shareholder interests.

The outstanding growth and performance of the Company in 2013 and during the past decade -- including the exceptional 34.4% total shareholder return (“TSR”) over the past five years, with approximately $11 billion of new shareholder value created -- are directly related to the talents of the Company’s global workforce and the extraordinary vision, commitment, and leadership of Mylan’s senior management team. Our senior leadership team, led by Mr. Coury, Ms. Bresch, and Mr. Malik, has successfully developed and executed on a vision and strategy to position the Company as a leader in its industry, establish an unmatched operating platform, deliver outstanding organic growth through the consistent performance of the Company’s core business, return value to shareholders, identify and invest in the Company’s strategic growth drivers, and identify and execute on strategic acquisitions that enhance the Company’s near and long-term growth prospects.

Now, two years after implementation of our enhanced leadership structure, the power and potential of our global platform under the direction of our senior

management team become clearer each year, leading the Company to commit to a highly ambitious goal of $6.00 in adjusted diluted earnings per share (“adjusted EPS”) by the end of 2018. While executing on that goal, the Company will also develop the strategies for longer-term, sustainable growth beyond 2018. On the basis of our past success and the proven vision, strategies, and execution of our leadership team, the Compensation Committee and the independent Directors have determined that it is essential and in the best interests of the Company and shareholders to extend the employment agreements of Mr. Coury, Ms. Bresch, and Mr. Malik through 2018 to retain them to lead the Company in the execution of our five-year plan and the development of new, longer-term growth strategies. In addition, the Compensation Committee and the independent Directors also have approved a One-Time Special Performance-Based Five-Year Realizable Value Incentive Program (the “One-Time Special Performance-Based Incentive Program”). This program is designed to incentivize achievement of the adjusted EPS target of $6.00, with a five-year cliff vest provision, with the additional intention of retaining and aligning more than 100 of our key employees with shareholders’ interests. This ambitious plan, if achieved, is expected to generate significant additional market capitalization over the next five years.

The Board and management greatly value dialogue with shareholders. During each of the last two years, we have met with investors representing approximately 30% of our outstanding shares. Following these meetings, and after our own independent review with the advice of external experts, we made significant changes in the areas of corporate governance and compensation. Shareholders have been supportive of the changes that we have made to date, which (together with our performance and the high alignment between compensation and shareholder interests) we believe is reflected in the nearly 70% approval received from our shareholders on our last “Say-on-Pay” vote.

In our most recent meetings, we also outlined our consideration of a special one-time incentive program similar to that described in this Proxy Statement, and sought shareholders’ views regarding such a program. Investors were highly supportive of our implementing a program similar to the One-Time Special Performance-Based Incentive Program. We believe that shareholders supported the basic plan design based on the following key attributes:

One-Time Special Performance-Based Incentive Program

The following discussion addresses:

The Company’s Named Executive Officers (“NEOs”) for 2013 were:

Fueled by this strong performance and dedicated focus on operational execution, Mylan generated approximately $1.2 billion of adjusted operating cash flows in 2013 (GAAP cash provided by operating activities in 2013 was $1.1 billion; see Appendix A for a reconciliation to the most comparable GAAP measures). For the second year in a row, the Company also returned value to its shareholders through repurchases of approximately $1 billion of its stock, representing more than 7% of outstanding shares, resulting in approximately $2 billion of total value returned to shareholders through share repurchases in 2012 and 2013.

Continuing our commitment to strong balance sheet management, in 2013, the Company maintained its investment grade credit rating from Standard & Poor’s and Moody’s, the two principal ratings agencies. As a result of maintaining a strong balance sheet and having an investment grade credit rating, Mylan also was able to reduce its cost of borrowing in 2013, providing us with significant financial flexibility.

In addition, investors continued to recognize Mylan’s consistent excellence in execution and financial accomplishments, as well as the potential of the robust global platform built to support long-term performance, and Mylan’s stock price again rose to an all-time high in 2013.

Key 2013 Operational Accomplishments. 2013 represented yet another very strong year of operational performance for Mylan while we also maintained a strong balance sheet. In addition to delivering impressive financial results, Mylan further positioned itself for sustainable long-term growth and fulfilling its mission of setting new standards in health care and providing 7 billion people access to high quality medicine.

Operational highlights from 2013 include:

Continued Strong Alignment of CEO Pay with Company Performance in 2013

Compensation in 2013 was closely aligned with the outstanding performance noted above.

Our 2013 compensation performance-related metrics that helped drive another outstanding year of operational and financial performance. The Compensation Committee continues to aim to align executive compensation with Company performance and, in 2013, we delivered on that goal -- as demonstrated by the close correlation between our TSR performance and CEO realizable pay relative to our peer group.

The NEOs were compensated through base salary, an annual short-term incentive, an annual long-term incentive, employee benefits, and perquisites.

Approximately 80% of NEO target compensation is tied to the Company’s stock price or the achievement of key financial and operational performance goals, thereby closely aligning compensation with both the success of the Company’s business strategy and objectives, as well as the value realized by shareholders. The following graphs show the relative weight of the base salary, target annual short-term incentive, and annual long-term incentive (based on grant date fair value) components:

Base Salary Compensation

The Compensation Committee considers a variety of factors in deciding base salary, including, among others: individual performance, responsibilities, and expected future performance; Company performance; management structure; marketplace practices; internal equity considerations; and the executive’s experience, tenure, and leadership. The Compensation Committee also considers what the marketplace would require in terms of the replacement costs to hire a qualified individual to replace an executive, as well as the fact that a new

executive would lack the critical knowledge base regarding the Company as compared to the executive he or she would be replacing.

For 2013, the base salaries of Ms. Bresch and Mr. Malik increased 10% and 6.3%, respectively, reflecting their growth and experience in the roles that they assumed in 2012, as well as their performance and leadership, among other factors. The base salaries of the other NEOs were not changed in 2013. See the Summary Compensation Table beginning on page 41 of this Proxy Statement.

Short-Term Incentive Compensation

The Company’s short-term incentive compensation for its executive officers consists of performance-based annual cash awards that are intended to align the interests of executives and investors by providing incentives based on a set of operational and financial measures critical to the successful execution of the

Company’s business strategy -- and which are expected to impact shareholder value.

Performance Measures. For 2013, short-term incentives were based on adjusted EPS, global regulatory submissions, and adjusted free cash flow. These measures represent key performance

indicators of the current and future strength of our business.

The Compensation Committee set adjusted EPS and adjusted free cash flow targets at double digit increases over prior year performance. The Compensation Committee set the global regulatory submissions target based on total submissions in our portfolio as of year end 2013. The following tables show the 2013 threshold, target, and maximum goals and the relative weightings of each metric:

The dollar amounts of short-term incentive compensation earned by each of the NEOs for 2013 are set forth in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table on page 41 of this Proxy Statement.

The Compensation Committee has committed to not using its discretion to upwardly adjust short-term incentive award amounts generated by the performance metrics.

Long-Term Incentive Compensation

The Compensation Committee believes that the value of long-term incentives should be directly related to the performance of the Company’s common stock, as well as other operational and financial measures associated with the growth and success of the Company. The long-term equity grants awarded to the NEOs in 2013 under the Company’s Amended and Restated 2003 Long-Term Incentive Plan (the “2003 Plan”) included:

For 2013, the Compensation Committee made several substantive changes to the long-term equity awards granted to NEOs (and other executives of the Company) under the Company’s 2003 Plan to further increase the alignment between the Company’s performance and shareholders’ returns.

Increased Percentage of Performance Based Awards. During the Company’s outreach to investors (see page 38 of this Proxy Statement), some investors emphasized their preference for, and the importance of having, a higher percentage of performance-based equity as compared to time-based equity. For 2013, the Compensation Committee significantly increased the percentage of performance-based equity awards over that of time-based equity awards. Each NEO’s award under the 2003 Plan was allocated 60% to Performance-Based RSUs (“PRSUs”) (an increase from 35% in 2012), 20% to time-vested RSUs (a decrease from 35% in 2012), and 20% to time-vested options (a decrease from 30% in 2012). The Compensation Committee believes that increasing the percentage of the total NEO’s award that is specifically performance based further supports alignment between the Company’s performance and executive compensation.

Changes in Performance Metrics: Return on Invested Capital and Total Shareholder Return. During discussions with investors, some shareholders also indicated that they would like to see the Compensation Committee utilize performance metrics for the long-term incentive program that compare the Company’s performance against that of its peers as opposed to adjusted EPS, which had been used as the performance metric for annual long-term incentive awards in prior years. For 2013, the Compensation Committee determined to use the TSR of Mylan’s stock relative to that of peer companies as one of the metrics to which the PRSUs are subject. The other

metric designated by the Compensation Committee was Cash Return on Operating Invested Capital, excluding goodwill and intangibles (“ROIC”). TSR and ROIC are each weighted 50% in the determination of the percentage of PRSUs that can be earned. The Compensation Committee believes that the use of these two metrics is responsive to shareholder input and provides balance by rewarding the NEOs both for our performance relative to peer companies and for the returns generated by investments in our business. The following tables show the 2013 threshold, target, and maximum goals, and relative weightings.

Restoration Plan (the “Restoration Plan”) and an Income Deferral Plan permitting senior level employees to elect to defer the receipt of a portion of their compensation and, in the case of the Restoration Plan, providing matching contributions to employees that make such an election.

The Compensation Committee approved an amendment to Mr. Coury’s RBA in October 2011, in connection with his retention and the enhanced management transition, to provide a retention incentive in his newly-created role as Executive Chairman of the Board. Mr. Coury’s RBA vested in full on January 1, 2014. For a detailed description of the RBAs, see the section below entitled “Retirement Benefit Agreements” on page 46 of this Proxy Statement.

When Mr. Malik joined the Company in January 2007, the Company established a nonqualified deferred compensation plan on his behalf. Although the Company no longer contributes to the account, the plan account will be distributed to him upon the Company’s termination of Mr. Malik’s employment, or upon other qualifying distribution events, such as his retirement, disability or death, or the Company’s termination of the plan.

The Summary Compensation Table includes changes in pension values calculated based on certain actuarial assumptions regarding discount rates. The decrease in Mr. Coury’s benefit in 2013 is primarily the result of an increase in the discount rate that is required to be used to determine his reportable benefit amount as of December 31, 2013. The decreases for Ms. Bresch and Mr. Malik were also the result of the increase in the applicable discount rate. Mr. Sheehan’s small increase was principally attributable to an additional year of credited service, though it was offset in part by the effects of the increased applicable discount rate. In computing these amounts, we used the same assumptions that were used to determine the expense amounts recognized in our 2013 financial statements. In 2013, the impact of an increase in the applicable discount rates led to a decrease in the present value of accumulated benefits of approximately $0.6 million for Ms. Bresch, less than $0.1 million for Mr. Sheehan, $0.2 million for Mr. Malik, and $2.6 million for Mr. Coury.

Employment Agreements. We believe it is important to have employment agreements with our executive officers and other key employees. These agreements memorialize certain key terms of employment,

including termination rights and obligations, non-competition and other restrictive covenants, and compensation and perquisites, and we believe thereby enhance the stability and continuity of our employment relationships. Each of the NEOs is party to an Executive Employment Agreement. For a detailed description, see the section below entitled “Employment Agreements” beginning on page 35 of this Proxy Statement. See also pages 33 to 34 of this Proxy Statement for a discussion of the 2014 extensions of the employment agreements for Ms. Bresch and Messrs. Malik and Coury.

Transition and Succession Agreements. The Company is party to separate Transition and Succession Agreements with each NEO and certain other officers, with an aim to assuring that the Company will have the officer’s full attention and dedication to the Company during the pendency of a possible change in control transaction that might optimize shareholder value, and to provide the officer with compensation and benefits in connection with a change in control. These agreements are independent of each NEO’s employment agreement. Subsequent to the execution of these agreements, the Company adopted a policy that no new Transition and Succession Agreements will provide for an excise tax gross up for golden parachute payments. The Transition and Succession Agreements currently in effect and executed prior to the new policy are not subject to that policy. Since implementation of the new policy, no new or amended Transition and Succession Agreements have been executed.

For a detailed description of these Transition and Succession Agreements, see below, under “Termination Under Transition and Succession Agreements (Change in Control)” on pages 50 to 51 of this Proxy Statement.

Compensation Committee Considerations in Evaluating Compensation

Our culture and our success in recent years have depended on our ability to attract and retain talented people in critical roles. The independent Directors believe that the remarkable growth and performance of the Company during the past decade is directly related to the unique leadership of Mr. Coury, Ms. Bresch, and Mr. Malik, and the talents of Mylan’s other senior executives, as well as Mylan’s workforce around the world.

The decisions of the Compensation Committee and the independent Directors relating to executive compensation each year reflect a variety of subjective considerations, over and above raw metrics. Our determinations reflect our individual and collective experience and business judgment, and are based on our extensive interactions with, and observations of, management, and our assessment of some or all of the following factors, among others:

We consider these and other qualitative and quantitative factors from time-to-time in determining whether our compensation philosophy and approach

should be revised or altered, in addition to using these factors to make individual compensation decisions. The Compensation Committee and the independent Directors believe that, while peer groups may be helpful reference points, they do not substitute for the individual and collective judgment and experience of Directors who are intimately familiar with, among other matters that the Board oversees and opines on, the Company, its business, its strategies, its challenges, its opportunities, and the unique respective talents, contributions, leadership, responsibilities, and future expectations of the executives who drive performance and long-term sustainability.

Peer Groups

While the competitive market for our executives is one factor the Compensation Committee considers when making compensation decisions, the Compensation Committee does not target compensation of NEOs within a specific percentile of any set of peer companies. As noted, we use peer groups as one of many factors considered when determining compensation.

Enhancements to Peer Groups

Effective for 2013, we revised our peer group in light of certain considerations including, but not limited to:

After review and consideration of these factors and consultation with experts in executive compensation, we developed the two peer groups listed below for 2013. The Compensation Committee refers to both peer groups as reference points when evaluating executive pay and performance. As was the case previously, pay is not formulaically tied to a particular percentile of either peer group or the blended group. Instead, those groups are considered as part of the overall mix of subjective, qualitative, and quantitative information considered by the Compensation Committee.

Life sciences peer group

This group consists of companies with revenues ranging from approximately 0.5x—2.5x the Company’s revenue. Because the generic pharmaceutical market is limited, we include companies in the following GICS industries: Pharmaceuticals, Health Care Equipment & Supplies, Biotechnology, and Life Sciences Tools & Services:

Pharmaceutical competitors peer group

This group includes companies with substantial generic pharmaceutical portfolios with which we compete for business and talent on a global basis:

2013 Adoption of Clawback Policy

The Board has approved a clawback policy relating to incentive compensation programs. The provisions of the policy allow Mylan, beginning with 2013 awards to NEOs and certain other executives, to recoup certain bonus and equity-based incentive compensation gains resulting from specified misconduct that causes the Company to materially restate its financial statements. The Board intends to review and consider updates to this policy from time-to-time. In addition, to the extent that the SEC adopts rules for clawback policies that require changes to our policy, we will revise our policy accordingly.

2013 Adoption of Anti-Hedging and Pledging Policy

The Board has approved a securities trading policy that prohibits Directors and certain executive officers from engaging in any transaction designed to limit or eliminate economic risks associated with the ownership of our equity or debt securities by trading in certain types of hedging instruments relating to any of our securities. Hedging instruments include prepaid variable forward contracts, equity swaps, collars, exchange funds, insurance contracts, short sales, options, puts, calls, or other instruments designed to hedge or offset movements in the price of our stock or debt. Effective as of March 31, 2013, the policy also prohibits Directors and certain executive officers from entering into transactions that involve the holding of Mylan securities in margin accounts (other than the “cashless exercise” of stock options) or the pledging of Mylan equity or debt securities as collateral for loans, with certain exceptions approved by the Compensation Committee if the executive demonstrates that he or she has the continuing financial capacity to repay any underlying loan or potential margin call without resorting to the Company equity or debt securities. To the extent that the SEC adopts rules for anti-hedging and pledging policies that require changes to our policy, we will revise our policy accordingly.

2013 New Share Ownership Requirements

The Board previously approved stock ownership requirements for executive officers to encourage them to hold a long-term equity stake in Mylan and thereby demonstrate alignment of their interests with shareholders and mitigate potential compensation-related risk. These requirements became effective in 2013, resulting in an increased ownership requirement for the Executive Chairman of the Board and the CEO of 20%, from 5x to 6x of base salary. The ownership requirements are expressed as a multiple of base salary as follows:

In addition to the NEOs, Mylan’s stock ownership policy covers approximately 120 of the most senior executives in the Company to promote an ownership culture and stronger alignment with the interests of shareholders among the broader leadership team. Each executive generally has five years from the adoption of the policy to achieve the minimum ownership requirement. Shares actually owned by the executive (including shares held by the executive in the Company’s 401(k) and Profit Sharing Plan), as well as unvested RSUs and PRSUs count toward compliance with these requirements.

As of December 31, 2013, all of the NEOs were in compliance with these requirements.

Role of Compensation Committee, Consultants, and Management. In 2013, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to provide advice and information regarding the design and implementation of the Company’s executive compensation programs. Meridian also provided information to the Compensation Committee regarding regulatory and other technical developments that may be relevant to the Company’s executive compensation programs. In addition, Meridian provided the Compensation Committee with competitive market information, analyses, and trends on executive base salary, short-term incentives, long-term incentives, benefits, and perquisites. The Compensation Committee reviews this information and analyzes overall compensation to ensure that we are recognizing subjective factors

such as responsibilities, position, and individual performance including such qualities as leadership, strategic vision, demonstrated skill-sets, and execution of corporate initiatives, as well as other considerations noted above.

We have developed the following safeguards to ensure that Meridian provides the Compensation Committee with independent and objective advice:

attract talent, promote retention, or recognize and reward desired performance.

Executing on a Long-Term Strategy for Growth And Further Incentivizing Key Employees to Substantially Increase Shareholder Value

Mylan today is widely recognized as a leader in the health care industry, with a robust global commercial and manufacturing platform that has consistently delivered outstanding financial and operational performance, creating significant shareholder value while maintaining a strong balance sheet and an investment grade credit rating that provides financial flexibility. Over the past decade, under the unique, visionary leadership of Mr. Coury, Mylan has built a world-class, differentiated global operating and commercial platform. In particular, since approximately 2007, Mr. Coury -- together with Ms. Bresch, Mr. Malik, and other key executives -- has led the Company through the transformational acquisitions of Matrix Laboratories Limited, the generics and specialty businesses of Merck KGaA and, most recently, the Agila Specialties injectables business. The scale created by these acquisitions, combined with continued strong organic growth, prudent investment and balance sheet management, outstanding execution, and the dedication, commitment, and hard work of our employees around the world, has transformed Mylan into a global industry leader. Today, the Company boasts an unmatched operating platform, including a world-class research and development organization and more than 35 high-quality manufacturing sites; a portfolio of more than 1,300 marketed specialty and generic products across a broad range of dosage forms and therapeutic categories; a commercial platform selling products in approximately 140 countries and territories; and a global workforce of more than 20,000 people.

As a result of the robustness of our global platform, the depth and diversity of strategic opportunities now in place and those ahead, as well as the skills and talents of our leadership team and workforce, in February 2012 Mylan announced an ambitious goal of doubling the Company’s size in terms of manufacturing capacity and product portfolio and realizing $6.00 in adjusted EPS by the end of 2018. If we achieve our adjusted EPS goal, we believe that we would also create a significant amount of new shareholder value.

Key components of this strategy include maximizing the potential and profitability of the Company’s existing global assets, particularly our global operating and commercial platforms; investing in the various drivers of future growth, such as injectables, respiratory, generic biologics, and specialty products; pursuing additional strategic opportunities that may

arise; attracting and retaining a highly-talented and motivated workforce; and continuing to take a global leadership role in the health care industry. Our strategy for attaining this goal was further detailed at the Company’s August 2013 Investor Day presentation.

In addition to driving to meet or achieve our ambitious 2018 goal, the Board further believes that it is in the best interests of the Company and shareholders for Mylan to develop and begin implementing a vision for future growth and sustainability beyond 2018 and into the next decade, particularly given the anticipated increasing complexity and evolution of the health care industry around the world.

Corporate Leadership, Vision, and Performance. The Compensation Committee and the independent Directors believe that, to be successful in achieving both the Company’s ambitious five-year strategic business plan, as well as developing strategies for longer-term sustainable growth, we must maintain our strong, talented, dedicated, and unified leadership team, while continuing to attract world-class talent to the Company. The Compensation Committee and the independent Directors have carefully and at great length considered, among other factors: the exceptional quality and performance-driven corporate culture that Mr. Coury has fostered and developed during his tenure; the proven effectiveness of Mr. Coury’s unique and unconventional leadership style and the continuing responsiveness of employees and executives around the world to his leadership; the continued outstanding performance of the Company and development of executives under Mr. Coury’s leadership; Mr. Coury’s extraordinary focus on building the Company for sustainable, long-term success, including his instrumental role in establishing and optimizing the robust global platform that Mylan enjoys today; and his focus on identifying new strategies for continued and sustainable long-term growth after 2018. The Compensation Committee and the independent Directors also considered the successful and exceptional strategic execution by Ms. Bresch as she oversees and runs the Company on a day-to-day basis, and the outstanding performance and results of Mr. Malik as he continues to oversee the Company’s vast operations around the world.

The independent Directors have now had two years of experience overseeing Mylan’s proven, successful enhanced management structure, consisting of Mr. Coury as Executive Chairman, Ms. Bresch as CEO, Mr. Malik as President, as well as many other key executives in place. Based on this experience, and the outstanding performance and track record of the leadership team, the independent Directors have continued confidence in, and further evidence of, the wisdom, strength, and effectiveness of this

management structure for Mylan, its employees, and shareholders. The independent Directors recognize the challenges of meeting or exceeding our ambitious five-year strategic business plan, while at the same time pursuing the equally challenging goal of developing a successful vision and strategy for longer-term success and sustainability. The independent Directors carefully considered what leadership structure and personnel, based on the current and anticipated future size and complexity of the Company, would best serve the interests of the Company, its shareholders, and other stakeholders as the Company executes on these goals. The independent Directors also considered the need for continued leadership focus on operational and execution excellence, the benefits of stability, and the solidarity of the management team around the world, as well as the continued high level of responsiveness of the broader workforce to the leadership team. Based on these considerations, among others, and supported by the performance of the Company over the past decade, the independent Directors’ extensive individual and collective experience with the Company, their interactions with and oversight of management, and the considerable time spent by the Directors observing and evaluating the Company’s leadership, including their respective accomplishments, talents, and potential, the Compensation Committee and the independent Directors have determined that it is in the best interests of the Company and shareholders to maintain the current enhanced leadership structure and to secure the services of Messrs. Coury and Malik and Ms. Bresch for the next five years to lead and oversee the execution towards our stated 2018 target -- as well as developing the vision and the enhanced platforms, infrastructure, and employee base necessary to promoting sustainable growth into the next decade. Accordingly, in February 2014 the independent Directors and the Compensation Committee approved extensions of the executive employment agreements for Mr. Coury, Ms. Bresch, and Mr. Malik through 2018. Details of those contracts are provided below.

Extension of Senior Executive Employment Agreements.

Extension of Mr. Coury’s Employment Agreement. Mr. Coury has served as our most senior executive, first as Mylan’s Chief Executive Officer, and currently as Mylan’s Executive Chairman, for more than a decade. During his tenure as a Mylan executive, Mylan’s shareholders have benefited from an increase in market capitalization of more than $14 billion through December 31, 2013. In those roles, Mr. Coury has consistently identified new, industry-shaping strategies for our continued and sustainable growth, including his recognition of the importance of transforming Mylan from a U.S.-focused company to

a company with a global footprint. Mr. Coury has also been an extremely effective leader of our key acquisitions, including directing and overseeing our most recent acquisition of Agila Specialties, which provided Mylan entry into new high-growth geographic markets.

As our Executive Chairman since the beginning of 2012, Mr. Coury has continued to be deeply and actively involved in overseeing the executive management team and significant strategies. Mr. Coury has committed, pursuant to his Executive Employment Agreement, to accept explicit responsibility for continuing to lead the strategic direction of the Company, oversee the development of its key executives, and direct and oversee strategy with respect to significant mergers and acquisitions, among other essential duties.

Following the end of each fiscal year, the Compensation Committee and the independent Directors evaluate Mr. Coury’s performance as Executive Chairman, including as to whether he has successfully completed the duties assigned to him under his Executive Employment Agreement. In early 2014, the Compensation Committee and the independent Directors performed their review of Mr. Coury with respect to 2013, and found that Mr. Coury continued to perform at an extraordinary level as Executive Chairman, including with respect to his oversight of management’s execution of the Company’s five-year strategic business plan, his extremely effective leadership, his exceptional leadership regarding major merger and acquisition strategies and transactions, and his continued work on leading the development of business growth strategies for 2018 and beyond, as well as his other responsibilities.

The Compensation Committee and the independent Directors believe that Mr. Coury has continued to meet the extraordinary expectations placed upon him since making him Executive Chairman, and further believe that Mr. Coury’s continued strong, effective leadership, along with Ms. Bresch and Mr. Malik, is the best choice for Mylan to continue the tremendous growth we have experienced over the last several years. In particular, the independent Directors have charged Mr. Coury with continued oversight of senior management’s execution on our $6.00 adjusted EPS goal, continued optimization of the global platforms that were developed and made possible by decisions led by Mr. Coury in prior years, and continued direction and oversight of major merger and acquisition activity, as well as the other responsibilities described in his employment agreement. Just as importantly, the independent Directors have instructed Mr. Coury to work simultaneously on business strategies for Mylan after 2018 that will continue to transform the Company in

ways that enhance shareholder value while continuing to set new standards in health care. In determining the necessary and appropriate means to align, incentivize, and retain Mr. Coury over the term of the extended agreement, the Compensation Committee and the independent Directors believed that it was in the best interests of the Company and its shareholders to incentivize Mr. Coury to continue to oversee senior management’s execution of our

five-year strategic business plan and Mylan’s development of long-range business goals following such five-year period, and to continue executing on the other responsibilities set forth in his employment agreement.

The incentive features of Mr. Coury’s employment agreement extension were designed with four objectives:

By providing Mr. Coury with an incentive award divided equally between a 50% stock-based component tied to the satisfaction of our $6.00 adjusted EPS goal and our stock price and a 50% cash-based component tied to the satisfaction of Mr. Coury’s required duties under his employment agreement, the Compensation Committee and the independent Directors believe that Mr. Coury will be best aligned with shareholders in overseeing execution of our $6.00 adjusted EPS goal and, importantly, incentivized to forego his ability to retire and access his accrued and vested pension and related entitlements to continue his work on our future business strategies. In developing and approving the structure of the incentive award, the Compensation Committee engaged in extensive evaluation and discussion, considered numerous financial analyses, reviewed market precedents, and consulted with its independent consultant, Meridian, and other independent Directors. The Compensation Committee also noted that the annual value of the cash component of the incentive award is approximately the same as the annual value of the supplemental pension given to Mr. Coury in exchange for his agreement to extend his employment in 2011 and create our enhanced leadership structure, and which was fully earned as of January 1, 2014.

Except as noted below, the terms of our newly extended Executive Employment Agreement with Mr. Coury are substantially the same as Mr. Coury’s previously effective Executive Employment

Agreement. In particular, during the new five-year term of this agreement, Mr. Coury will continue to serve as our Executive Chairman and receive the same base salary, and is eligible for an annual cash bonus with the same target amount. In addition, in consideration of his agreement to continue to lead the Company over the next five years (and deferring his access to previously accrued benefits), pursuant to the agreement, Mr. Coury received an incentive award consisting of (i) one million stock appreciation rights under our One-Time Special Performance-Based Incentive Program (described in the following section of this Proxy Statement), and (ii) the opportunity to earn a $20 million cash payment if Mr. Coury satisfies the requirements specified in the Executive Employment Agreement through at least December 31, 2016.

In the event that Mr. Coury’s employment is terminated without cause or due to death or disability, or Mr. Coury resigns for good reason (each as defined in the extended agreement), Mr. Coury’s rights to the incentive award vest.

Extension of Ms. Bresch’s and Mr. Malik’s Employment Agreements. The Compensation Committee and the independent Directors continue to believe that Ms. Bresch and Mr. Malik are essential to our ability to realize our five-year strategic business goal and to continue to achieve sustainable growth over the long-term. Ms. Bresch and Mr. Malik continue to develop as extraordinarily talented executives with proven track records as they oversee

our day-to-day business and our global operations. The Compensation Committee and the independent Directors believe that it is in the best interests of Mylan and shareholders to obtain the benefit of their services over the next five years through the extension of their Executive Employment Agreements.

Except as noted below, the terms of our newly extended Executive Employment Agreements with Ms. Bresch and Mr. Malik are substantially the same as each of their previously effective Executive Employment Agreements. In particular, during the new five-year term of these agreements, Ms. Bresch will continue to serve as our Chief Executive Officer and Mr. Malik will continue to serve as our President. Pursuant to the extended agreement with Ms. Bresch, in consideration of her continued excellent execution and leadership, the Compensation Committee and the independent Directors determined to increase Ms. Bresch’s annual base salary to $1,200,000 and her target annual cash bonus was increased to 150%. Pursuant to the extended agreement with Mr. Malik, in consideration of his continued operational excellence and leadership, Mr. Malik’s annual base salary was increased to $900,000. In addition, Ms. Bresch and Mr. Malik received 1,400,000 and 1,200,000 stock appreciation rights, respectively, under our One-Time Special Performance-Based Incentive Program (described in the following section of this Proxy Statement). In the event the employment of Ms. Bresch or Mr. Malik is terminated for any reason in calendar year 2014, the stock appreciation rights will be forfeited. In the event the employment of Ms. Bresch or Mr. Malik is terminated without cause or due to death or disability, or if Ms. Bresch or Mr. Malik resigns for good reason (each as defined in the new agreements) in calendar years 2015 or 2016, Ms. Bresch or Mr. Malik will remain eligible to vest in a pro rata portion of the stock appreciation rights, subject to the achievement of the applicable performance goals, and in the case of such terminations of employment in subsequent periods, Ms. Bresch and Mr. Malik will remain eligible to vest in all of the stock appreciation rights, subject to the achievement of the applicable performance goals.

The terms of the extended Executive Employment Agreements with Mr. Coury, Ms. Bresch, and Mr. Malik are effective as of January 1, 2014, and so are not reflected in the 2013 Summary Compensation Table.

Adoption of a One-Time Special Performance-Based Five-Year Realizable Value Incentive Program For More than 100 Key Employees

Our Goal for the Future of Mylan

Achievement of our ambitious financial goal of adjusted EPS of $6.00 by the end of 2018, more than doubling our adjusted EPS for fiscal year 2013 of $2.89, would represent a 16% compound annual growth rate in adjusted EPS over this five-year period -- and potentially significant new value for our shareholders.

One-Time Special Performance-Based Incentive Program.

Since the initial announcement of our ambitious adjusted EPS goal in 2012, followed by the detailed discussion of our strategy to achieve that goal during the August 2013 Investor Day, the Compensation Committee engaged in extensive deliberation and analysis to determine how to further incentivize management to create the significant shareholder value that we expect would follow achievement of that goal. Based on that extensive discussion and analysis, as well as consultation with shareholders and leading experts in the field of executive compensation, the Compensation Committee and the independent Directors believe that it is in the best interests of the Company and shareholders to provide a special one-time, wholly performance-based supplemental incentive to a broad range of our executive officers and other key employees to further align their interests with those of shareholders and with our key business strategies as they work to achieve this next transformation of Mylan. This innovative new wholly performance-based program is a continuation of our robust pay-for-performance philosophy and is designed to pay out to those employees in full only if both adjusted EPS and our stock price increase significantly and at superior levels, with a five-year cliff-vesting provision. The program is also designed to ensure that there will not be a payout until our shareholders have the opportunity to receive newly created value. In addition, the program caps the maximum value payable to the employees who participate in the program.

Though we are confident in our strategy and execution, we know that it will take extraordinary efforts and strategic focus by our leadership team to best ensure our success. In addition to further aligning key employees with shareholders to deliver outstanding performance and exceptional shareholder value, we believe that the One-Time Special Performance-Based Incentive Program discussed below will help to ensure that we further incentivize, and retain the essential talents and services of, those employees who have driven our outstanding performance and who are critical to

ensuring the successful achievement of our long-term goals. Accordingly, in February 2014, the Compensation Committee and the independent Directors adopted our One-Time Special Performance-Based Incentive Program, pursuant to which we granted more than 100 of those key employees who we believe will be essential to

achieving our goals a one-time, performance-based incentive award (the “One-Time Special Performance-Based Incentive Awards”). The One-Time Special Performance-Based Incentive Awards were designed with the following five primary objectives:

One-Time Special Performance-Based Incentive Program

Further Incentivize and Align with Shareholders to Achieve Adjusted EPS Goal. The One-Time Special Performance-Based Incentive Awards will vest in full only if we achieve adjusted EPS of $6.00 by December 31, 2018. If we do not achieve a minimum adjusted EPS of at least $5.40 (90% of the target of $6.00) by December 31, 2018, the One-Time Special Performance-Based Incentive Awards will be forfeited (other than in the event of a change in control, as described below). Achievement of the minimum adjusted EPS will result in vesting of only 50% of the awards. However, as noted below, there will be no payment if we achieve adjusted EPS of $6.00, but our stock price does not exceed the required minimum share price.

Retain Employees Through 2018 With Five-Year Cliff Vesting. The One-Time Special Performance-Based Incentive Awards are subject to five-year cliff vesting, and provide value to the participants only if they remain with the Company through the end of the five-year performance period, except as specified in an employment agreement, and therefore serve to further advance our goal of retaining our talented executive officers and other key employees through this next transformational period in light of the risks we face as our achievements are increasingly recognized and competitors seek to hire our talented employees. Awards

will generally only be payable prior to the end of the five-year performance period if we can achieve both our $6.00 adjusted EPS goal and a stock price of $73.33 per share, which would represent an extraordinary achievement by our leadership team in such a short period of time.

Compensate Executives Only After Shareholders Receive Newly Created Value. The One-Time Special Performance-Based Incentive Awards are also tied to driving the Company’s stock price upwards, providing full value to the participants only if -- in addition to achievement of significantly increased adjusted EPS -- our stock price increases to at least $73.33 per share during the performance period, thereby creating significant new value for shareholders before key employees are paid in full. Even if we achieve in full our $6.00 adjusted EPS goal, the awards will have no value if our stock price does not exceed $53.33 per share at the time of settlement. The minimum stock price of $53.33 per share represents a premium of two dollars above our closing price on the date of grant. When the Compensation Committee first reviewed the proposed structure of the program (including the minimum stock price) in October 2013, the minimum stock price represented a premium of more than 30% above the then-current trading price of our common stock.

Expand Program to a Broader Group of Key Employees Critical to Achieving Our Ambitious Goal. The Compensation Committee and the independent Directors believe that it is critical for more than our named executive officers to participate in the One-Time Special Performance-Based Incentive Program. Mylan has a large and extremely talented workforce, and many of our other employees will be essential to achieving our ambitious strategic business goals. As a result, the Program will have more than 100 participants in multiple jurisdictions around the globe.

Minimize Share Usage and Maintain Acceptable Burn Rate. In adopting the program, the Compensation Committee and the independent Directors also gave consideration to striking the appropriate balance between further aligning the incentives of our executive officers and key employees and minimizing potential share dilution and maintaining an acceptable burn rate, in part by placing a cap on the awards’ potential value and in part by utilizing a mix of different award types (such as stock appreciation rights and performance-vesting restricted stock units) to deliver value to participants in an efficient manner that minimizes the number of outstanding awards and amount of share dilution. One-Time Special Performance-Based Incentive Awards have a value that increases solely to the extent our stock price exceeds $53.33 per share, but under the cap, appreciation in our stock price ceases to affect the value of awards if our stock price exceeds $73.33 per share. The cap value represents a premium of $20 per share above the $53.33 minimum stock price. This price level was chosen because it balances our goals of minimizing share usage and maintaining an acceptable burn rate while still creating a powerful incentive to execute on our five-year strategic business plan and to create significant shareholder value. Because of this cap, if all the awards granted to all participants (excluding subsequent grants for new hires) vested in full, the value of such awards would, at most, amount to less than 4% of the potential market capitalization created (relative to the $53.33 minimum stock price), with the other 96% directly benefiting shareholders, thereby fully aligning participants and shareholders. The Compensation Committee, the independent Directors, and their advisors believe that this amount is a reasonable and fair incentive -- that is all performance-based, with a five-year cliff vest, and tied to very ambitious goals -- to provide to our extraordinary and invaluable executive officers and key employees in the event that they meet such challenging goals and create such a substantial amount of value for shareholders. In the extraordinary event that our leadership team is able to achieve a stock price equal to the cap of $73.33 prior to the end of the 2018, the value of the awards under the program will be locked in based on that stock price

realized for shareholders, but payment of the award value to employees will continue to be subject to the requirement that we first achieve our adjusted EPS goal.

Additional Terms. As of immediately prior to a change in control, the awards under the program will automatically be settled in the number of shares of Company common stock (or other consideration paid for shares of Company common stock in the change in control), representing the appreciation in value of our stock price above the minimum stock price (subject to the cap) as of such change in control. Thus, the awards will have no value in a change in control transaction except to the extent that our stock price appreciates above the minimum stock price.

Development and Adoption of the One-Time Special Performance-Based Incentive Program

The One-Time Special Performance-Based Incentive Program was developed by the Compensation Committee and the independent Directors through a rigorous, multi-layered process, with the advice of external experts in the field of executive compensation and incentives, including special incentive programs such as this one. Among others, the Board was advised by Meridian, the Compensation Committee’s independent advisor, as well as Pay Governance LLC, which was retained specifically to assist on this matter. In addition, in late 2013, as described above, members of our Board of Directors and senior management engaged in extensive outreach to shareholders regarding our compensation practices, including in-person meetings with shareholders representing more than 30% of our outstanding shares. In these meetings, we discussed the rationale, context, and importance of implementing such a program, given where Mylan is today and our stated future strategic business objectives. Shareholders expressed strong support for the establishment of an incentive plan for a large group of key employees tied to the creation of substantial new shareholder value, particularly the wholly performance-based aspects of the proposed plan and its five-year cliff vesting provisions. After taking into account the input from shareholders and our advisors, the Compensation Committee and the independent Directors adopted the One-Time Special Performance-Based Incentive Program to help us align our key employees with shareholders to achieve our long-term performance goal, retain key employees and substantially increase shareholder value.

Following adoption of the One-Time Special Performance-Based Incentive Program, the Compensation Committee and the independent Directors approved grants of awards under the program to each of our NEOs in the form of stock appreciation rights (“SARs”), with a value linked to both achievement of our long-term performance goals and increases in our stock price, as described above, and contingent upon each NEO’s continued employment with the Company through 2018 (except as described above), subject to eligibility for vesting in the event of a change in control.

The following table shows the number of SARs granted to each of our NEOs in 2014. Because these grants were made in 2014, the value of these awards is not reflected in the 2013 Summary Compensation Table.

Shareholder Outreach and Changes to Compensation and Governance-Related Policies

Mylan values the opportunity to meet with shareholders during the year to discuss, among other matters, the Company’s operational and financial performance, the Board’s active involvement in the strategic direction of the Company, the Company’s management and governance structure, and compensation practices, as well as to understand concerns and priorities expressed by investors. In each of the last two years, and in light of 2013 and prior Say-on-Pay vote results, we have met with shareholders representing approximately 30 percent of the Company’s outstanding shares. Mylan participants during the most recent outreach meetings in December 2013 included, depending on the meeting, our Lead Independent Director and the Chair of the Compensation Committee, our Executive Chairman, and/or our Chief Financial Officer. We believe that these meetings provide vital information to us and also allow shareholders to express their views and better understand the context and rationales for our decisions with respect to matters of

importance to them, including executive compensation.

As a result of the shareholder outreach efforts noted above and the Board’s active engagement with its team of expert advisors in the areas of corporate governance and compensation, we have implemented numerous changes to our compensation and governance practices (including the enhancements noted in the table below).

Matters discussed during our most recent shareholder outreach meetings included operational and financial performance, the continued effectiveness of the enhanced leadership structure implemented in 2012, the critical importance of maintaining employee morale and retaining talented employees, compensation and governance practices, long-term goals and strategies, and concerns that shareholders wished to discuss. During these meetings, shareholders informed us that they were supportive of our enhanced 2013 Proxy Statement disclosures, including the changes in our corporate governance and compensation practices. In particular, shareholders noted the increased alignment of management compensation with company performance, with approximately 80% of management target compensation tied to the Company’s stock price or the achievement of key financial and operational performance goals. Shareholders also supported our revised long-term incentive metrics of relative TSR and return on invested capital. We believe that we have substantially addressed concerns addressed by shareholders at these meetings. We believe these efforts -- together with our outstanding performance and high alignment between compensation and shareholder interests -- are reflected in the strong approval received from our shareholders for our compensation programs in our 2013 Say-on-Pay vote.

Our discussions with shareholders also addressed the importance of retaining and incentivizing our most important asset: our employees and leadership team. We believe that retention of our current leadership team will be critical to the Company’s success in achieving its ambitious target of $6.00 of adjusted EPS by the end of 2018, as well as developing strategies for sustainable growth into the next decade. Shareholders were supportive of this belief.

During the most recent meetings with shareholders in December 2013, we also discussed a special one-time realizable value incentive program similar to the one described on pages 35 to 38 of this Proxy Statement, to obtain their feedback on the contemplated program. During these meetings, we discussed the strategic context and rationale for the potential program, its performance-based foundation,

how it would tie to the Company’s overall strategic plan, and how the program would further strengthen alignment of senior management with shareholders to help create potentially significant new shareholder value. Shareholders expressed support for the program, particularly the facts that it was wholly performance based, had a five-year cliff vest, and was tied to the creation of significant new shareholder value.

The table on below lists the key enhancements to governance and compensation practices implemented in connection with our shareholder engagement over the past two years. The discussion on pages 35 to 38 of this Proxy Statement provides further detail regarding the One-Time Special Performance-Based Incentive Program. The discussion on pages 32 to 35 of this Proxy Statement addresses the Board’s plans for retaining the enhanced management structure and team that has proven so effective to date and which we believe remains critical to our long-term success.

Changes to Executive Compensation and Governance Policies

The principal changes to our executive compensation program and governance policies adopted in 2013 in connection with our shareholder outreach, in response to our 2013 and prior Say-on-Pay vote results, and/or based on the Board’s own independent analysis, are summarized in the table below.

In addition to the enhancements summarized above, we continue to maintain compensation practices that are consistent with our commitment to strong corporate governance, including the following, among others: