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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

RESMED INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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Dear Stockholder,

We cordially invite you to attend the ResMed Inc. annual stockholders meeting on Thursday, November 15, 2012, at 3:00 p.m. US Pacific Time (Friday, November 16, 2012, at 10:00 a.m. Australian Eastern Time) in our corporate office located at 9001 Spectrum Center Boulevard, San Diego, California 92123 USA.

The attached notice of meeting and proxy statement contain information about the meeting’s business, the nominees for election as directors and the other proposals. This year we ask you to: (1) elect three directors; (2) approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement; (3) approve an amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan, increasing the number of shares available for issuance; (4) ratify the selection of our independent auditors for fiscal year 2013; and (5) transact other business that may properly come before the annual meeting or any continuation or postponement of it.

Your vote is important. We are again promoting the use of the internet to provide proxy materials to stockholders, as we believe this is an efficient, cost-effective and environmentally responsible method for facilitating our annual meeting. If you cannot attend the meeting in person, you may vote your shares by toll-free number, by internet, or, if this proxy statement was mailed to you, by completing and signing the accompanying proxy card and promptly returning it in the envelope provided. If you plan to attend the annual meeting, you will need proof of ownership of our common stock as of 4:00 p.m. (US Eastern Time) on Monday, September 17, 2012. Please read “VOTING INSTRUCTIONS AND GENERAL INFORMATION – Voting by Attending our Annual Meeting” in the proxy statement.

Very truly yours,

Peter C. Farrell

Chairman of the Board,

Chief Executive Officer and President

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Notice of Annual Meeting of Stockholders of ResMed Inc.

By order of the board of directors,

David Pendarvis

Secretary

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ResMed Inc.

2012 Proxy Statement – Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

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Cautionary Note Regarding Forward-Looking Statements

Statements contained in this proxy statement that are not historical facts are “forward-looking” statements as contemplated by the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements regarding our plans to pay quarterly dividends, are subject to risks and uncertainties, which could cause actual results to materially differ from those projected or implied in the forward-looking statements. Those risks and uncertainties are discussed in the company’s Annual Report on Form 10-K for its most recent fiscal year and in other reports the company files with the US Securities and Exchange Commission. Those reports are available on the company’s website.

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Voting Instructions and General Information

Delivery of and access to proxy materials

ResMed Inc. (ResMed, we, us, or our) board of directors is providing this proxy statement in connection with our 2012 annual meeting of stockholders to be held on Thursday, November 15, 2012, at 3:00 p.m. (US Pacific Time) in our corporate office, located at 9001 Spectrum Center Boulevard, San Diego, California 92123 USA, or at any continuation, postponement or adjournment of the meeting, for the purposes discussed in this proxy statement and in the accompanying notice of annual meeting and any business properly brought before the meeting.

Important notice regarding the availability of proxy materials for the 2012 annual meeting of stockholders to be held on Thursday, November 15, 2012

We expect to first make this proxy statement available to our stockholders and our holders of CHESS Units of Foreign Securities on the internet, and to mail notice and access materials on or about October 4, 2012. Our annual report on Form 10-K was filed with the US Securities and Exchange Commission (SEC) on August 14, 2012, and is available for review on our website at www.resmed.com and at the website where our proxy materials are posted at www.proxyvote.com and www.investorvote.com.au. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

We are furnishing proxy materials (proxy statement and annual report on Form 10-K) to our stockholders via the internet, instead of mailing printed copies of proxy materials to each stockholder. Accordingly, we are sending a notice of internet availability of proxy materials (Notice) to our stockholders of record, while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice if your shares are listed on the New York Stock Exchange (NYSE). If you hold our CHESS Units of Foreign Securities listed on the Australian Securities Exchange (ASX), you will receive your Notice from our ASX share registry, Computershare Limited. If you received the Notice by mail, you will not automatically receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review this proxy statement, our annual report on Form 10-K, and proxy voting card via the internet. The Notice also instructs you on how you may submit your proxy via the internet.

You can, however, still receive a hard copy of our proxy materials by following the instructions contained in the Notice on how you may request to receive your materials in printed form on a one-time or ongoing basis. Certain stockholders who have previously given us a permanent request to receive a paper copy of our proxy materials will be sent paper copies in the mail.

Stockholders are cordially invited to attend our annual meeting in person. However, please vote by internet, by toll-free number or, if you received a paper copy of the proxy materials, by completing and signing the proxy card and returning it promptly in the postage-paid envelope provided. If you choose, you may still vote in person (to change or revoke your vote) at our annual meeting even though you previously voted.

Stockholders entitled to vote

You are entitled to vote or direct the voting of your ResMed Inc. shares if you were a stockholder as of 4:00 p.m. (US Eastern Time), on September 17, 2012, the record date for our annual meeting.

Your vote is important. The shares represented by proxies (in the forms solicited by our board of directors) received by us before, or, if submitted in person, at our annual meeting, will be voted at our annual meeting. If a choice is specified on the proxy with respect to a matter to be voted on, the shares represented by the proxy will be voted in accordance with that specification. If no choice is specified, the shares represented by a properly executed proxy submitted by a record holder will be voted: (i) FOR each of the three nominees to our board listed in this proxy statement; (ii) FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (the “say-on-pay” vote); (iii) FOR approval of the amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan; and (iv) FOR ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2013.

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Holders of common stock listed on the NYSE

You may vote by attending our annual meeting and voting in person or you may vote by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this proxy statement on the internet or receiving a paper copy, and (2) for shares held as a record holder and shares held in “street name.” You may request paper copies of the proxy statement and proxy card by following the instructions on the Notice.

Holders of record. If you hold your shares of common stock as a record holder and you are viewing this proxy statement on the internet, you may vote by submitting a proxy over the internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this proxy statement, you may vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you, or by using the toll-free number, or by submitting a proxy over the internet using the instructions on the proxy card.

Shares held in “street name”. If you hold your shares of common stock in “street name”, which means your shares are held on record by a broker, bank or nominee, you will receive the Notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or nominee will allow you to deliver your voting instructions over the internet.

Holders of CHESS Units of Foreign Securities listed on the Australian Securities Exchange

If you hold our CHESS Units of Foreign Securities, you will receive a Notice from Computershare Limited, which will allow you to deliver your voting instructions over the internet. In addition, you may request paper copies of the proxy statement and voting instructions from Computershare by following the instructions on the Notice provided by Computershare.

Voting by attending our annual meeting

If you attend our annual meeting and wish to vote in person, you may vote your shares in person by requesting a ballot at our annual meeting. You will need to have proof of ownership and valid photo identification with you for admission to our annual meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at our annual meeting, you must bring to our annual meeting a legal proxy from the record holder of the shares, which is the broker or other nominee, authorizing you to vote at our annual meeting.

Broker voting and broker non-votes

If your broker holds your common stock in “street name” and you have not provided your broker with voting instructions, your broker may vote your shares in its discretion on proposals considered “routine” under NYSE rules. The only proposal considered “routine” is the proposal to ratify our auditor selection. If you do not provide direction to your broker with respect to this proposal, your broker may continue to exercise its discretion to vote your shares. The election of directors, the amendment to the employee stock purchase plan, and the advisory vote on executive compensation are not considered “routine”, and brokers do not have discretionary authority to vote on these matters without your direction. You must indicate to your broker how you wish to vote on any non-routine matter with respect to any shares you hold in “street name” or they will be considered a “broker non-vote.”

Broker non-votes will not affect the outcome of the election of our directors or the advisory vote regarding our executive compensation, as these matters are generally determined based on the number of votes cast and broker non-votes are not considered votes cast. Broker non-votes may have an effect on the proposal relating to the amendment of the employee stock purchase plan, since broker non-votes do not count as votes cast and this proposal requires at least 50% of the outstanding shares of common stock entitled to vote to be cast.

Internet voting closes in the US at 11:59 p.m. (US Eastern Time) on November 14, 2012, for shares traded on the NYSE and 10:00 a.m. (Australian Eastern Time) on November 15, 2012, for holders of CHESS Units of Foreign Securities listed on the Australian Securities Exchange.

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Your vote is important. We encourage you to submit your proxy, or provide instructions to your brokerage firm, bank or the CHESS nominee, as applicable. This will ensure that your shares are voted at our annual meeting.

Solicitation of proxies. The cost of soliciting proxies will be borne by us. After the original delivery of the Notice and other proxy soliciting material, further solicitation of proxies may be made by mail, telephone, facsimile, electronic mail, and personal interview by our regular employees, who will not receive additional compensation for the solicitation. We will also request that brokerage firms and other nominees or fiduciaries deliver the Notice and proxy soliciting material to beneficial owners of the stock held in their names, and we will reimburse them for reasonable out-of-pocket expenses incurred in doing so.

List of stockholders. In accordance with Delaware law, a list of stockholders entitled to vote at our annual meeting will be available at the meeting and for ten days before our annual meeting in our corporate office, located at 9001 Spectrum Center Boulevard, San Diego, California, 92123 USA, between the hours of 9:00 a.m. and 4:00 p.m. local time.

How many votes are required?

Only record holders of our common stock as of the close of business on September 17, 2012, at 4:00 p.m. US Eastern Time (the record date) are entitled to receive notice of, and to vote at, our annual meeting. At the record date we had outstanding 142,777,032 shares of common stock (excluding treasury shares), the holders of which are entitled to one vote per share. Accordingly, an aggregate of 142,777,032 votes may be cast on each matter to be considered at our annual meeting.

To constitute a quorum to conduct business, a majority of the outstanding shares entitled to vote must be represented at our annual meeting. Shares represented by proxies that reflect abstentions or broker non-votes (“street name” shares held by a broker or nominee that are represented at the meeting, but with respect to which the broker or nominee has not been empowered to vote on a particular proposal and has not been instructed to vote on the proposal by the beneficial owner of the shares) will be counted as shares represented at our annual meeting for purposes of determining a quorum.

Proposal 1 – Directors will be elected by a majority of the votes cast in person or by proxy, which means that the number of votes cast “for” a candidate for director must exceed the number of votes cast “against” that candidate. Abstentions and broker non-votes do not count as a vote cast either “for” or “against” and will not affect the outcome of the election.

Under our board’s policy, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the board. The nominating and governance committee, or another duly authorized committee of the board, will determine whether to accept or reject the tendered resignation generally within 90 days after certification of the election results. We will publicly disclose the committee’s determination regarding the tendered resignation and the rationale behind the decision in a current report on Form 8-K filed with the SEC.

Proposal 2 – The advisory vote to approve our executive compensation (“say-on-pay” vote) requires the affirmative vote of a majority of shares cast in person or by proxy. Abstentions and broker non-votes will not affect the outcome of this proposal. As an advisory vote, the results of this vote will not be binding on the board or the company. However, the board of directors values the opinions of our stockholders and will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and our executive compensation principles, policies and procedures.

Proposal 3 – Approval of the proposed amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan (ESPP), requires the affirmative vote of a majority of shares cast in person or by proxy, provided that the total votes cast on the proposal represent over 50% of the outstanding shares of common stock entitled to vote on the proposal. Votes “for” and “against” and abstentions count as votes cast, while broker non-votes do not count as

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votes cast. All outstanding shares, including broker non-votes, count as shares entitled to vote. Thus, the total sum of votes “for,” plus votes “against,” plus abstentions, which are referred to as the “NYSE Votes Cast,” must be greater than 50% of the total outstanding shares of our common stock. Once this requirement is met, the number of votes “for” the proposal must be greater than 50% of the NYSE Votes Cast. The approval of an amendment to an equity plan is a matter on which brokers or other nominees are not empowered to vote without direction from the beneficial owner. Thus, broker non-votes can result from this proposal and make it difficult to satisfy the NYSE Votes Cast requirement. Abstentions have the effect of a vote against the proposal.

Proposal 4 – The proposal regarding the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2013, requires the affirmative vote of a majority of the aggregate votes cast in person or by proxy. Abstentions will not affect the outcome of this proposal. Brokers generally have discretionary authority to vote on the ratification of our independent auditors, so we do not expect broker non-votes to result from the vote on proposal 4. Any broker non-votes that may result will not affect the outcome of this proposal.

How can I revoke my proxy or change my vote?

You may revoke your proxy and change your vote at any time before the proxy is exercised by any of the following methods:

Holders of record

Stock held by brokers, banks and nominees; and CHESS Units of Foreign Securities

Stockholder proposals for 2013 annual meeting

We expect to hold our 2013 annual meeting of stockholders in November 2013. For stockholder proposals otherwise satisfying the eligibility requirements of Rule 14a-8 under the Securities Exchange Act to be considered for inclusion in our proxy statement for our 2013 annual meeting, we must receive them at our principal executive office in San Diego, California, USA, on or before June 4, 2013.

Under our amended and restated bylaws, to nominate a director or bring any other business before the stockholders at the 2013 annual meeting that will not be included in our proxy statement, you must comply with the procedures described below. In addition, you must notify us in writing and deliver that notice to our secretary no earlier than August 17, 2013, and no later than September 6, 2013.

Our bylaws require a stockholder’s notice of a proposed business item or nominee to include: (1) a brief description of the business desired to be brought before the meeting; (2) the reasons for conducting that business at the meeting; (3) any material interest of the stockholder, beneficial owner, participants with such stockholder in the solicitation, associate of such stockholder, and any other person acting in concert with such stockholder or beneficial owner (each, a “Proposing Person”) in the proposed business (including a reasonably detailed

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description of all understandings between or among the Proposing Persons, or between or among any Proposing Person and other person or entity); (4) the beneficial owner, if any, on whose behalf the proposal is made; and (5) if the proposed business includes a proposal to amend our bylaws, the language of the proposed amendment. If the stockholder proposes to nominate a director, the notice must include all information relating to the nominee that is required to be disclosed under applicable SEC rules. In addition, the bylaws provide that a stockholder proposing any nomination or other business item must include, as to all Proposing Persons: (1) the name and address of the Proposing Person, as they appear on our books; (2) the class and number of shares of our capital stock that are owned beneficially and of record by the Proposing Persons; (3) a representation that the stockholder is a holder of record of our stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the business or nomination; (4) a representation whether the Proposing Person intends: (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the proposal or elect the nominee; and/or (b) otherwise to solicit proxies from stockholders in support of the proposal or nomination; and (5) as to each Proposing Person: (A) the full notional amount of any securities that, directly or indirectly, underly any derivative security; (B) any rights to dividends on any shares of the company beneficially owned by such Proposing Person that are separated or separable from the underlying security; (C) any material pending or threatened legal proceeding, in which a Proposing Person is a party, that involves us or any of our officers, directors or affiliates; (D) any other material relationship between the Proposing Person and the company, its affiliates or principal competitors; (E) any direct or indirect material interest of a Proposing Person with the company, its affiliates or principal competitors; and (F) any other information relating to a Proposing Person that would be required to be disclosed in a filing required to be made in connection with the solicitation of proxies or consents in support of the business proposed to be brought before the meeting. We may require any proposed nominee to furnish other information that we may reasonably deem appropriate in determining the eligibility of the proposed nominee to serve as our director.

Our bylaws require a stockholder’s nomination to contain the following information about the nominee: (1) all information that would be required to be disclosed regarding the nominee if the nominee were a Proposing Person; (2) all information relating to the nominee that is required to be disclosed in proxy solicitations for a director election contest, or is otherwise required, in each case by the then-current version of Regulation 14A under the Securities Exchange Act of 1934, and Rule 14a-12; (3) a description of any direct or indirect material interest in any material contract between or among any Proposing Person, on one hand, and each candidate for nomination or the respective associates and other participants in such solicitation, on the other hand; and (4) the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Any candidates recommended by a stockholder for nomination to the board will be evaluated in the same manner that nominees suggested by board members, management or other parties are evaluated.

You may write to our secretary at ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA to deliver the notices discussed above and for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates under the bylaws.

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Corporate Governance

Board independence

Our board of directors has determined that six of our seven directors, Messrs. Pace, Quinn, Roberts, Sulpizio, Taylor and Wareham, are independent members of our board of directors under the listing standards of the NYSE, and they and their respective family members have no material relationship with us, commercial or otherwise, that would impair the director’s independence. The board also determined that each member of the audit, nominating and governance, and compensation committees is independent as required by the applicable listing standards of the NYSE and that each member of the audit committee is independent as required by the applicable laws of the SEC. The board determined that Dr. Farrell has a material relationship with us as our executive officer that prohibits him from being considered independent under applicable standards.

The following specific relationships or transactions were considered by our board of directors in making its independence decisions:

Our board determined that these matters did not prevent Dr. Pace, Dr. Roberts or Mr. Quinn from being considered independent under applicable standards.

Meetings and director attendance

During fiscal year 2012, each director attended 100% of the meetings of our board of directors and of the committees on which the director served. Our board of directors and standing committees met as follows:

Regular board: 4 meetings;

Compensation committee: 6 meetings;

Audit committee: 8 meetings; and

Nominating and governance committee: 4 meetings.

During each regular meeting, our independent directors met without management present, and our lead director led those sessions. In addition to meetings, the members of our board of directors and its committees sometimes take action by written consent in lieu of a meeting, as permitted under Delaware corporate law, or discuss company business without calling a formal meeting.

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All directors were present for our 2011 annual stockholders meeting. We encourage directors to attend our annual meetings and generally schedule board meetings to coincide with the annual meeting to facilitate directors’ attendance.

Board oversight of risk

The general risk oversight function is retained by the full board while the standing committees of the board, comprised and chaired by our independent directors, retain primary responsibility for risk identification and analysis in the key areas further defined below. The committees periodically provide updates to the board of directors regarding significant risk management issues and management’s response.

Designated internal management, as well as certified professional accounting firms performing annual internal audits, regularly review and test functions, controls and processes to review, evaluate and recommend mitigation strategies, as may be warranted. Critical areas of focus include financial, operational, regulatory, compliance, economic, compensation, and competition, among others.

Board leadership structure

From our founding through January 2008, we did not separate the roles of chairman of the board and chief executive officer. We separated the two roles when Dr. Farrell ceased serving as our chief executive officer from January 2008 through February 2011 and continued to serve as our chairman. Effective February 1, 2011, the board accepted the resignation of our then-current chief executive officer and president and reviewed and approved the appointment of Dr. Farrell, our chairman, as the chief executive officer and president, thereby combining the roles of chairman and chief executive officer.

The board of directors continues to believe that having Dr. Farrell, our founder and chief executive officer, serve as the chairman of the board is the most appropriate leadership structure for us and in the best interest of our stockholders. Combining the two roles provides an efficient and simple structure more likely to result in an alignment between the strategic objectives approved by the board and the strategic plans and tactics implemented by management. In addition, Dr. Farrell has been our chairman since our founding in 1989, and over that time, the board believes we have achieved remarkable success and delivered substantial long-term rewards for our stockholders. Maintaining him in the role as chairman provides leadership continuity.

The board also believes that Dr. Farrell is uniquely suited to effectively perform the dual roles of providing leadership to the board of directors as chairman, and managing our business on a day-to-day basis as chief executive officer. As our founder and chief executive officer for over 20 years, Dr. Farrell provides deep institutional knowledge about our organization’s history and operations, the industry, the science underlying the medical conditions we address and the technology we develop. For this reason, Dr. Farrell is uniquely suited to understand the challenges faced by management and to serve as a liaison between the board of directors and management.

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In addition to these advantages from combining the two roles, the board believes our leadership structure mitigates the potential risks. First, other than Dr. Farrell, our board of directors is comprised entirely of independent directors, which provides an independent counterbalance to an executive chairman.

Second, the board believes that the role of independent lead director provides an additional structure enabling an effective independent board. Our lead director role is filled by our then-current nominating and governance committee chairman. The primary responsibilities of the lead director are to preside over board meetings in the absence of the chairman, call, establish the agenda for and preside over meetings of the independent directors, act as a liaison between the independent directors and chairman, guide the chairman on board meeting agendas as well as the adequacy of information to be presented, communicate with stockholders as appropriate, and other duties that may be delegated by the board, independent directors, chairman or the nominating and governance committee. Finally, all of the board’s committees are filled entirely by independent directors, providing an opportunity for the board to fulfill its oversight responsibilities.

For the reasons discussed above, our board of directors believes the combined roles are in our best interest at this time. However, our corporate governance guidelines give the board the flexibility to change its leadership over time, as needed. The board of directors continues to evaluate whether its leadership structure is appropriate as our business evolves.

Committees of our board of directors

The board of directors has three standing committees to assist in the management of our affairs: compensation, nominating and governance, and audit. A copy of the charters for each of these standing committees can be found on our website at www.resmed.com. In addition, in February 2011 the board formed an ad hoc committee, the chief executive officer succession committee.

Below is a summary of our committee structure and membership information for fiscal year 2012 and currently.

Compensation committee

The compensation committee currently consists of Ronald Taylor (chairman), Gary Pace and Richard Sulpizio. The compensation committee’s primary purposes are to:

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The compensation committee meets in person and by telephone to perform its duties. It works primarily with our chief administrative officer and global general counsel, our leaders in human resources and their staff to gather internal data and solicit management’s recommendations regarding compensation. The committee also communicates directly with our chief executive officer and chairman of the board, as appropriate, for recommendations and information regarding compensation, particularly with regard to the direct reports to the office of the chief executive officer. In addition, the committee consults with our chief financial officer and his staff regarding the financial impact of certain compensation decisions. However, the committee generally determines the compensation for each of our individual officers outside of the presence of the affected officer. The committee also advises and consults with other non-executive board members as it determines appropriate regarding compensation issues.

During fiscal year 2012, the committee retained a nationally-recognized independent consultant, Frederic W. Cook & Co., Inc. The consultant was engaged to render advisory services and to serve as the committee’s independent compensation consultant in connection with compensation-related matters for our executives and board of directors. During fiscal year 2012, these compensation matters included assessing our executive compensation program, including salaries, target and actual bonuses, and long-term incentive equity grants. The consultant also advised the compensation committee regarding board compensation, including board fees and equity grants. The consultant provided the committee with information regarding industry trends, best practices, and regulatory changes. Companies included in the peer group for competitive comparisons were initially proposed by the consultant and approved by the committee. The consultant was engaged directly by the committee. The consultant worked with our chief administrative officer and global general counsel, our leaders in human resources and their staff, but also communicated directly with the committee.

During fiscal year 2012, the committee also considered information provided by management from other third-party consultants we retained, primarily regarding market practices and data concerning the compensation paid in certain non-US countries.

During fiscal year 2012, the committee continued its practice of delegating to our chief administrative officer and global general counsel, authority to approve certain equity grants to newly-hired employees who were not executive officers, so long as they are within a pre-approved range based on the recipient’s position. In May 2012, the committee amended this delegation to delegate to both the chief executive officer and our chief administrative officer and global general counsel authority to approve “off-cycle” equity grants outside the annual grant process to existing as well as newly-hired employees (who were not executive officers), so long as the aggregate total of equity grants do not exceed an approved threshold and are consistent with committee determined standard terms for grants. During fiscal year 2012, under this authority, this subcommittee granted 7,750 options and 47,907 restricted stock units. The committee believes this delegation enhances our ability to attract, reward and retain talented employees by allowing management to extend binding employment offers and to act in other special situations quickly and flexibly. All other equity grants (including grants during our annual grant process and grants to executive officers) must be pre-approved by the committee.

Nominating and governance committee

The nominating and governance committee currently consists of all of our independent directors, namely Gary Pace (chairman), Michael Quinn, Christopher Roberts, Richard Sulpizio, Ronald Taylor and John Wareham.

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The nominating and governance committee’s primary purposes are to:

Our corporate governance guidelines state goals regarding composition of the board and committees, meetings and expectations of directors. A copy of our corporate governance guidelines may be found on our website at www.resmed.com.

The nominating and governance committee identifies nominees for our board of directors by first evaluating the current members of our board of directors willing to continue to serve. Current members with qualifications and skills that are consistent with the nominating and governance committee’s criteria for board service are re-nominated. As to new candidates, the nominating and governance committee generally identifies the desired qualifications for new board members and polls our board of directors and members of management for their recommendations. The nominating and governance committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts and analysts. The nominating and governance committee may engage a third-party search firm to identify candidates in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate. The nominating and governance committee reviews the qualifications, experience and background of all candidates. The independent directors and executive management interview final candidates. In making its determinations, the nominating and governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best perpetuate our success and represent stockholder interests through the exercise of sound judgment. Although the board and the nominating and governance committee do not have a formal policy regarding diversity, the board recognizes and does consider the value of a diversity of skills, professional experience and background in evaluating the composition of the board. After review and deliberation of all feedback and data, the nominating and governance committee makes its recommendation to our board of directors.

Recommendations received from stockholders in accordance with the stockholder nominations guidelines below will be processed and are subject to the same criteria as are candidates nominated by the nominating and governance committee. The nominating and governance committee will consider stockholder suggestions for nominees for directorship and has a policy to consider any candidates recommended by stockholders who have held a minimum of 1% of our outstanding voting securities for at least one year. In order for the nominating and governance committee to consider a stockholder nomination, the stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board of directors. The stockholder must also provide any other information about the candidate that would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate (including the consent to a background check) and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder must submit proof of ownership of our stock. All communications should be submitted in writing to the chairman of the nominating and governance committee, care of Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. Recommendations received after 120 days before the mailing of the proxy will likely not be considered timely for consideration at that year’s annual meeting. The nominating and governance committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. For further information, see “Stockholder proposals for 2013 annual meeting.”

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Audit committee

The audit committee is comprised of Michael Quinn (chairman), Christopher Roberts and John Wareham, each of whom has been determined by our board of directors to be financially literate and meet the other requirements for audit committee service under the current listing standards of the NYSE and of the SEC. In addition, our board of directors has identified all members of the audit committee as financial experts according to the SEC’s requirements.

The audit committee’s primary purposes are to assist the board with its oversight responsibilities regarding:

Chief executive officer succession committee

In February 2011, our board created an ad hoc committee -- the chief executive officer succession committee -- comprised of board members Messrs. Pace, Taylor and Wareham, and advised by Mr. Pendarvis and Dr. Farrell, to evaluate and oversee succession planning for the chief executive officer role. The committee is chaired by Dr. Pace, and meets on an as-needed basis.

During 2012, the board reaffirmed its current process for chief executive officer succession. The board has requested that Dr. Farrell remain as chief executive officer until the end of calendar year 2013, which he has agreed to do. In the meantime, potential internal chief executive officer candidates will continue to be evaluated. When the board decides that there are suitable internal candidates for the role, the board plans to review the qualifications of those candidates as well as potential external candidates. The process is expected to be completed by the end of calendar year 2013.

Communications with our board of directors

Any interested person, including any stockholder, may communicate with our non-employee board members by written mail addressed to the chairman of the nominating and governance committee, care of Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. We encourage stockholders to include proof of ownership of our stock in such communications. The secretary will forward all communications to the chairman of the nominating and governance committee.

Code of ethics

We have a code of business conduct and ethics for directors, officers and employees, which can be found at www.resmed.com. The code summarizes the compliance and ethical standards and expectations we have for all of our officers, directors and employees, including our chief executive officer and senior financial officers, with respect to their conduct in connection with our business. Our code of business conduct and ethics constitutes our code of ethics within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the NYSE listing standards. We intend to disclose future amendments to or waivers of certain provisions of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller and individuals performing similar functions on our website at www.resmed.com within five business days or as otherwise required by the SEC or the NYSE.

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Proposal 1: Election of directors

Our bylaws authorize a board of directors with between one and thirteen members, with the exact number to be specified by the board of directors from time to time. The current authorized number of directors is seven.

The board is divided into three classes. One class is elected every year at our annual meeting for a term of three years. The class of directors whose term expires in 2012 has three members: Peter Farrell, Gary Pace and Ronald Taylor. Accordingly, three directors are to be elected at this annual meeting, who will hold office until the 2015 annual meeting or until the director’s earlier death, disability, resignation or removal.

On the nominating and governance committee’s recommendation, our board of directors has nominated Peter Farrell, Gary Pace and Ronald Taylor for re-election as directors at this annual meeting. We are soliciting proxies in favor of these nominees and proxies will be voted for them unless otherwise specified. If Peter Farrell, Gary Pace or Ronald Taylor become unable or unwilling to serve as directors, the proxies will be voted for the election of such other person, if any, as the board of directors designates.

Information concerning the nominees for director and the other directors who will continue in office after our annual meeting is set forth below:

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The following biographical information is furnished with regard to our directors (including nominees) as of June 30, 2012.

Nominees for election at our annual meeting to serve for a three-year term expiring at the 2015 annual meeting

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BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NOMINEES TO THE BOARD OF DIRECTORS.

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Directors continuing in office until our 2013 annual meeting

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Directors continuing in office until our 2014 annual meeting

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Director Compensation — 2012

New for fiscal year 2012. For fiscal year 2012, we made the following changes in our non-executive director compensation program:

The board approved these changes after reviewing a report from the compensation committee’s independent consultant, which indicated these changes were broadly in-line with practices at comparable peer companies.

Fiscal year 2012 program. After these changes, our non-executive director cash compensation program for fiscal year 2012 was as follows:

We currently do not pay any per-meeting director fees and the non-executive directors do not receive any retirement benefits from us.

During fiscal year 2012, we also awarded an equity grant on the date of our annual stockholders meeting to our non-executive directors with a grant date fair value of approximately $250,000, the same grant date fair value used for fiscal year 2011. Our non-employee directors had the opportunity to elect to receive their equity grant in the form of: (i) 100% options, (ii) 100% restricted stock units, or (iii) 50% options and 50% restricted stock units. Each of our directors elected to receive 100% options, other than Mr. Taylor who elected to receive 100% restricted stock units. The relative value was kept at 3.5 options for each restricted stock unit, which represents a slight discount for the reduced risk of restricted stock units. Restricted stock units and options vest in full on the earlier of: (i) November 11 in the year after the grant date, or (ii) the date of the first annual meeting of stockholders following the grant date. Non-executive directors are prohibited from selling or otherwise transferring 50% or more of the shares of common stock delivered to them on vesting of restricted stock units, and from exercising any vested options, until the earlier of November 11 in the third year after the grant date or six months after the director’s termination of directorship.

Market Comparison. The compensation committee reviews non-executive director compensation, including reports from Frederic W. Cook & Co., the committee’s independent compensation consultant. After its review, the committee makes recommendations on non-executive director compensation to the board, and the board makes the final determination regarding non-executive director compensation. In May of 2011, the board and compensation committee reviewed director compensation for fiscal year 2012. The committee reviewed Frederic W. Cook’s report covering cash compensation (retainer and fees) and equity compensation (options and full value awards) as compared to a peer group of 17 medical device and medical technology companies.

The board also reviewed the board’s total compensation packages compared to the peer group, and agreed to continue the cash and equity compensation levels from fiscal year 2011 (with the changes mentioned above), which would continue to target total annual compensation at approximately $300,000, the same target as used in fiscal year 2011. Thus, equity awards granted to our non-employee directors for fiscal year 2012 had a value-based target of approximately $250,000, based on the Black-Scholes value of options at the time of grant, and

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based on the fair market value of our common stock on the date of grant for our restricted stock units. This program aligned cash compensation in the bottom quartile as compared to the peer companies, equity compensation in the upper quartile compared to the peer companies and total compensation at approximately the 80^th percentile of peer companies. The compensation committee and board considered that equity compensation had declined in the previous year among peer companies, but thought it appropriate to maintain consistency in the program from year to year, particularly after having made significant changes to the compensation program for fiscal year 2011. The compensation committee and board will continue to monitor compensation trends, competitive practices, tax regulations, and other matters related to non-executive director compensation.

Equity ownership guidelines. In addition, as discussed above, in May 2011, the board increased the non-executive directors’ equity ownership guidelines. Under the revised guidelines each non-executive director is expected to hold ResMed stock with a value of at least five times the annual retainer amount (a total value of $250,000 based on the current retainer and the guidelines as in effect in fiscal year 2012). Vested and unvested restricted stock units will count towards the guidelines but stock options will not count toward the guidelines. Existing directors have five years from August 2010 to meet this guideline. If these guidelines are not met, upon vesting of restricted stock units or option exercise, the director must retain shares equal to 50% of the after-tax value of shares acquired upon the vesting or exercise until the director’s guidelines are met. As of June 30, 2012, each of our non-executive directors met these equity ownership guidelines.

Cap on total cash compensation. At the 2010 annual stockholders meeting, our stockholders approved a cap in the total cash compensation paid to non-executive directors as a group of $800,000. This cap was originally required under a listing rule of the Australian Securities Exchange, or ASX. That listing rule no longer applies to us, because in 2011, the ASX approved a change in our admission category to an ASX Foreign Exempt Listing. Nevertheless, in fiscal year 2012, the non-executive directors received in the aggregate total cash consideration of $350,000, leaving room under the current aggregate cap for the addition of other non-executive directors, as intended. However, we have no current plans to increase the size of the board.

Changes for fiscal year 2013. In May 2012, the board adopted the following changes to the non-executive director compensation program for fiscal year 2013:

The board approved these changes after reviewing a report from the compensation committee’s independent consultant, Frederic W. Cook & Co., which indicated that with these changes, total board compensation would be broadly in-line with the 75^th percentile of practices at comparable peer companies.

New directors. In 2011, the board adopted a policy for new directors that would pro-rate their value-based equity awards and retainers (for the period between their start date and the next annual meeting or service period, respectively). We do not provide new directors with any initial inducement equity awards.

Executive directors. Our officers do not receive additional compensation for their service as directors.

Fiscal year 2012 compensation table. The table below summarizes the compensation received by our non-employee directors for the year ended June 30, 2012:

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Equity awards are granted to our non-employee directors under our equity incentive plan. Currently, their options and restricted stock units vest in full as of the earlier of: (i) the first November 11 following the grant date, or (ii) the date of the first annual meeting of our stockholders following the grant date. Directors may first exercise vested options on the earlier of: (i) November 11^th of the third year following the grant date, or (ii) six months following termination of directorship. After an option becomes exercisable, directors may exercise it until the earlier of: (i) three years after termination of directorship, or (ii) the expiration of the option. The options are exercisable for a maximum period of seven years after the grant date.

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Common Stock Ownership of Principal Stockholders and Management

The following table shows the number and percentage of shares of our common stock that, according to information supplied to us, are beneficially owned as of the record date by: (1) each person who, to our knowledge based on Schedules 13G filed with the SEC and Substantial Stockholder Notices filed with the ASX is the beneficial owner of more than five percent (5%) of our outstanding common stock; (2) each person who is currently a director, three of whom are also nominees for election as directors; (3) each of the named executive officers; and (4) all current directors and executive officers as a group. In this proxy statement, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (that is, the power to dispose of, or to direct the disposition of, a security). All of the following calculations are based on 142,777,032 shares of our common stock outstanding (which excludes treasury shares) on September 17, 2012, the record date. Except to the extent indicated in the footnotes to the following table, the person or entity listed has sole voting and dispositive power with respect to the shares that are deemed beneficially owned by the person or entity, subject to community property laws, where applicable:

* Less than one percent (1%)

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and individuals who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of our common stock and other equity securities. SEC regulations also require executive officers, directors and 10% stockholders to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of the forms we received, or written representations from certain reporting individuals, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders during fiscal year 2012 were satisfied.

Transactions with Related Persons

Our code of conduct requires directors, executive officers, and employees to disclose any situations that would reasonably be expected to give rise to a conflict of interest. Conflicts involving executive officers may be waived only by our board of directors or the appropriate board committee.

Under the ResMed Related Party Transaction Policy and Procedures, approved by our board in August 2007 and revised in August 2009, our audit committee will review and either approve or disapprove any transaction between ResMed and an executive officer, director, director nominee, or any other “related party” (as defined under Item 404 of SEC Regulation S-K) valued at $120,000 or more. Management is responsible for providing a report to the audit committee on an ongoing basis as to all potential related party transactions. Under this policy, the audit committee has pre-approved any compensation arrangement that is approved by our compensation committee for payment to an executive officer, or to a family member of a board member or executive officer, if approved by the compensation committee or approved in the normal course of business without the participation by the board member or executive officer. We historically and currently review in detail the responses of our executive officers and directors to their director’s and officer’s questionnaires for any reportable related party transactions.

During fiscal year 2012, Michael Farrell, one of our executive officers and the son of Dr. Peter Farrell, received total cash compensation (salary plus bonus) and benefits of $741,357. In addition, he received an award of 45,715 restricted stock units with a grant date fair value of $1,260,820. He is also a party to the change of control agreement discussed in this proxy statement under the section “Potential Payments on Termination or Change of Control.”

During fiscal year 2012, we made sales in the amount of $2,700,000 to ResSleep Pty Ltd. ResSleep Pty Ltd. is an Australian customer of ResMed which is owned by Paul Farrell, Dr. Peter Farrell’s son. Paul Farrell is managing director of ResSleep Pty Ltd. Sales transactions between ResSleep Pty Ltd. and our Australian sales subsidiary were managed independently by our chief operating officer – Asia Pacific, or president – Asia Pacific.

During fiscal year 2012, Matthew Quinn, the son of our director, Michael Quinn, worked as the head of facility management in our Bella Vista, New South Wales site. He earned compensation, including base, bonus and equity incentive awards and superannuation, totaling $174,845.

We set Matthew Quinn’s and Michael Farrell’s compensation in accordance with our related party transaction policy. In setting compensation, we followed the same policies and practices that we have historically used to set compensation for other similarly-situated employees. In addition, all compensation paid to Matthew Quinn and Michael Farrell was approved or ratified by our compensation committee.

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Executive Officers

As of the record date, September 17, 2012, our executive officers were:

BIOS

For a description of the business background of Dr. Peter Farrell, see “Items of Business – Proposal 1: Election of Directors.”

DON DARKIN

President – sleep-disordered breathing strategic business unit

Don Darkin has been president, sleep-disordered breathing strategic business unit since May 2011. Previously he was senior vice president, strategic business unit – patient interfaces from July 2007 to May 2011. Before these positions, Mr. Darkin held several senior roles within ResMed. He joined ResMed in August 1999 as vice president, product development. In May 2005, he became director of operations in France for ventilation, and subsequently served as vice president, business divisions, and senior vice president, global product development. Before working at ResMed, Mr. Darkin served as vice president of operations for Ambri Pty (Molecular Engineering and Biotechnology) Ltd. Australia, and vice president, product development for Telectronics Medical Systems Australia and US. Mr. Darkin is identified as an inventor or co-inventor on 81 granted patents worldwide. Mr. Darkin was educated in the UK in mechanical engineering and has further professional management training at University of New South Wales and Massachusetts Institute of Technology.

ROBERT DOUGLAS

Chief operating officer

Mr. Douglas holds full operational responsibility for ResMed and its subsidiaries. Mr. Douglas’ appointment to chief operating officer on September 1, 2011, follows an extensive career within ResMed. His former roles include president – Asia Pacific and chief, global supply operations from May 2011, responsible for global manufacturing and commercial distribution and sales operations in the Asia Pacific region; chief operating officer – Asia Pacific since July 2008; chief operating officer – Sydney from 2005, responsible for our manufacturing and research and development; vice president of operations from 2003 responsible for our manufacturing; vice president of bilevel division from 2000 – 2003. Mr. Douglas first joined ResMed in 2001 in the role of vice president of corporate marketing. Mr. Douglas has a Master of Business Administration from Macquarie University, a bachelor’s degree in electrical engineering with first-class honors and a B.Sc. (Computer Sciences) from The University of New South Wales, Sydney.

MICHAEL FARRELL

President – Americas

Michael Farrell joined ResMed in September 2000 and has been president – Americas since May 2011. Mr. Farrell was previously senior vice president, strategic business unit – sleep from July 2007 to May 2011, and

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before that role he was vice president, marketing for the Americas from June 2005 through July 2007, and vice president, business development. Before joining ResMed, Mr. Farrell worked in management consulting and biotechnology, as well as in chemicals and steel manufacturing at Arthur D. Little, Genzyme Corporation, The Dow Chemical Company, Vale and BHP Billiton. Mr. Farrell sits on the board of directors of the American Association for Homecare, the Museum of Photographic Arts, San Diego, and the New Children’s Museum, San Diego. Mr. Farrell holds a Bachelor of Engineering, with first-class honors, from the University of New South Wales, a Master of Science in Chemical Engineering from the Massachusetts Institute of Technology, and an M.B.A. from the MIT Sloan School of Management. Michael Farrell is the son of Dr. Peter Farrell, our founder, chairman of the board and chief executive officer.

DAVID PENDARVIS

Chief administrative officer, global general counsel and secretary

David Pendarvis was appointed chief administrative officer in May 2011 and remains global general counsel, a position he has held since joining ResMed in September 2002 and corporate secretary since February 2003. Mr. Pendarvis had been senior vice president, organizational development from February 2005 to May 2011. From September 2000 until September 2002, Mr. Pendarvis was a partner in the law firm of Gray Cary Ware & Freidenrich LLP, where he specialized in intellectual property and general business litigation. Until September 2000 he was a partner with Gibson, Dunn & Crutcher LLP, where he began working in 1986. From 1984 until 1986 he was a law clerk to the Hon. J. Lawrence Irving, US District Judge, Southern District of California. Mr. Pendarvis is also a member of the board of directors of Sequenom, Inc., a NASDAQ-listed company providing molecular diagnostic testing and genetic analysis solutions. He holds a B.A. from Rice University; a J.D., cum laude, from the University of Texas School of Law; and a Master of Science in Executive Leadership from the University of San Diego.

ANNE REISER

President – Europe

Anne Reiser was appointed president – Europe in March 2012. Previously, she had served as our chief operating officer - France since 2007, after joining as the sales director in 2006. Ms. Reiser demonstrated a great track record in building and leading our successful French organization, with both strong sales growth and market share increase. Prior to joining ResMed, her entire career experience had been in the medical device industry (Mölnlycke, Zimmer, American Home Product). More recently she worked for Hollister and Medtronic with responsibilities covering both France and finally southern European countries. Ms. Reiser has a master degree from Ecole Supérieure de Commerce de Clermont-Fd (Business School), and a bachelor degree of Law from the University of Clermont-Ferrand.

BRETT SANDERCOCK

Chief financial officer

Brett Sandercock has been chief financial officer since January 1, 2006. From November 2004 until December 2005, Mr. Sandercock was vice president, treasury and finance at ResMed. Before that, from 1998 to November 2004, Mr. Sandercock was group accountant and then controller at ResMed. From March 1996 to August 1998 he was manager, financial accounting and group reporting at Norton Abrasives, a division of the French multi-national, Saint Gobain. Mr. Sandercock also held finance and accounting roles from November 1994 to March 1996 at Health Care of Australia, a large private hospital operator in Australia. From 1989 to 1994, Mr. Sandercock worked at PricewaterhouseCoopers in Sydney, specializing in audits of clients predominantly focused on distribution and manufacturing, financial services and technology. Mr. Sandercock holds a B.Ec. from Macquarie University and is a certified chartered accountant.

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Compensation Discussion and Analysis (CD&A)

Introduction

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our named executive officers. During fiscal year 2012, Dr. Peter Farrell, chairman of the board of directors, chief executive officer and president, served as our principal executive officer. Our other named executive officers for fiscal year 2012 were Brett Sandercock, our chief financial officer, and our three next most highly paid executive officers: Don Darkin, our president – sleep-disordered breathing strategic business unit; Robert Douglas, our chief operating officer; and David Pendarvis, our chief administrative officer, global general counsel and secretary. In addition, we discuss in this CD&A compensation paid to Stein Jacobsen, our former president – Europe. Mr. Jacobsen, who would have been one of our next three most highly paid executive officers, resigned effective March 31, 2012, and thus was no longer an executive officer at fiscal year-end.

This section also discusses the role of the compensation committee of our board of directors (the “committee”) in the design and administration of our compensation programs and policies and in making compensation decisions for our executive officers.

Overview of fiscal year 2012 – executive summary

Financial success. During the 2012 fiscal year, we continued our trend of successful financial performance with growth in net revenue, net income and diluted earnings per share, as illustrated below:

In addition, we experienced relatively strong total stockholder returns (TSR) on the NYSE for the 1-year, 3-year and 5-year periods ended June 30, 2012, as compared to the peer group we use for our compensation purposes.

Because our primary listing is on the NYSE, our total stockholder return based on performance of our CHESS Units of Foreign Securities trading on the Australian Securities Exchange is impacted by currency fluctuations between the US and Australian dollars. Nevertheless, our one-, three-, and five-year total stockholder returns on the ASX are, respectively, 5%, 7%, and 5%, all of which are consistent with or above the median when compared to our Australian peers, and above the ASX 100 index performance for those periods.

During the first three months of fiscal year 2013, our total stockholder return has continued to perform well. As of September 17, 2012, a share of ResMed stock had increased in value by more than 20% on both the ASX and the NYSE.

Compensation tied to performance. We believe that our executive officers were instrumental in achieving our positive financial results. We further believe that the compensation paid to our named executive officers for fiscal year 2012 reflects and is tied to their contributions to our success. During 2012, 87% of our chief executive officer’s compensation, and 71% of our other named executive officers’ compensation was at risk and tied to our financial and stock price performance.

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For fiscal year 2012, the target bonus opportunity for our named executive officers, other than our chief executive officer, was increased to 75% of base salary from 70% of base salary. This modest increase was designed to recognize the changed roles and responsibilities arising from the reorganization of our management structure at the commencement of the fiscal year, and to have a larger percentage of compensation at risk based on our performance. In addition, effective September 1, 2011, Mr. Douglas’ target bonus opportunity was increased to 80% of base salary in connection with his promotion to chief operating officer and related increased responsibilities. Our chief executive officer’s target bonus opportunity continued at 120% of base salary.

Response to “say-on-pay” vote and implementation of emerging best practices. During fiscal year 2012, our compensation committee, assisted by its independent compensation consultant, continued to monitor emerging best executive compensation practices, particularly among our peer companies. In addition, at our 2011 annual meeting, approximately 70% (69.83%) of our stockholders voted to approve, on an advisory basis, the compensation paid to our executive officers disclosed in last year’s proxy statement. At the time of the vote, about half our outstanding shares were traded on the Australian Securities Exchange, with the remaining half traded on the NYSE. The vote was generally split between exchanges, with over 80% of the NYSE stockholders voting to approve, and over 50% of the ASX stockholders voting to approve.

Based on our communications with stockholders, we believe last year’s vote was affected by certain factors unique to our dual-exchange listing, including the fact that total stockholder returns were lower on the ASX due to currency fluctuations. Total stockholder return was +2% on the NYSE in fiscal year 2011, while ASX investors’ total stockholder return was -18% in the same timeframe, due primarily to the strengthening of the Australian dollar against the US dollar in that period. In addition, ResMed has adopted a compensation philosophy consistent with our US peer companies, paying our executives with lower salary, and considerably higher equity value than our Australian peers.

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In response to this vote, our management communicated with most of our largest stockholders to identify reasons why they may have voted not to approve our executive compensation, and to elicit their views on our executive compensation program and philosophy, generally. Management shared the information received with our board and compensation committee. Most of our fiscal year 2012 compensation decisions were made before the November 2011 annual meeting and our conversations with our stockholders. Therefore, the compensation committee took the stockholder input into account primarily in its deliberations regarding compensation for fiscal year 2013. We took the following key compensation actions in response to our stockholders’ input, as well as to continue to better align our performance with compensation paid and tie management’s interests with those of our stockholders.

Philosophy and objectives of our executive compensation program

We desire to attract, motivate and retain high-quality employees who will enable us to achieve our short-term and long-term strategic goals and values. We operate in a high-growth environment where substantial competition exists for skilled employees. Our ability to attract, motivate and retain high-caliber individuals depends in large part on the compensation packages we offer. We believe that our executive compensation programs should reflect our financial and operating performance. In addition, individual contribution to our success should be supported and rewarded. In designing and implementing our executive compensation program, the committee is guided by the following principles:

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The following pie charts illustrate the allocation of total direct compensation that the named executive officers (NEO’s) earned for fiscal year 2012:

We are committed to a philosophy of total pay (the sum of cash compensation, equity compensation and benefits programs) being competitive within relevant markets when our performance meets target performance criteria set forth in our bonus programs. Total pay will typically lag the market when our performance is below the target performance criteria set forth in the bonus programs and will typically exceed competitive levels when our performance is above the target performance criteria set forth in the bonus programs. We try to set the performance goals at a level that justifies the competitive position of target cash compensation and believe that actual fiscal year 2012 performance aligned with actual cash compensation levels in our peer group.

We continued our practice of providing certain employees (including our named executive officers) the choice to select whether their equity awards would be entirely in the form of stock options, entirely in restricted stock units or evenly split (in value) between the two. Each restricted stock unit was provided at a ratio of 1 restricted stock unit for 3.5 options. This ratio was determined by the committee, after considering

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the estimated Black-Scholes valuation of options at approximately 32% of an option strike price. The ratio was adjusted to 3.5:1 to provide a slight discount to reflect the lower amount of performance risk in restricted stock units, compared to options. In addition, the committee determined that restricted stock unit awards granted to our executive officers and certain other officers would, in addition to having a four-year vesting period, be conditioned on achieving certain performance targets, in order to ensure the units qualified as performance-based compensation under US tax laws, thus preserving the deductibility of the compensation paid.

Compensation process

Compensation committee membership and role. Compensation committee members are independent directors who meet the standards for independence set by the SEC and the NYSE. The committee operates under a written charter adopted by our board of directors. We have posted a copy of the charter of the committee on our website, at www.resmed.com. During fiscal year 2012, Gary Pace, Richard Sulpizio and Ronald Taylor served as members of the committee. Mr. Taylor served as committee chair during the entire fiscal year. We believe that Mr. Taylor’s experience and prior service, including serving in a similar capacity on the boards of other public companies, provide him with appropriate qualifications to serve in this capacity for us.

The committee reviews and approves salaries, bonuses, equity-based compensation, and all other elements of the compensation packages offered to our executive officers, including our named executive officers, and establishes our general compensation policies.

On an annual basis, the committee considers each of the three primary elements of compensation (salary, cash incentives and equity) based on market analysis, individual performance, the perceived value of the individual to ResMed and other factors it deems relevant. The committee also considers regional variation. For example, base salaries for certain positions in other countries, when translated to US dollars, may reflect a different percentile when compared to US market peers than when compared to market peers in an executive’s home country. There are similar regional variations in the use of short-term and long-term incentives. The committee attempts to balance the goal of paying consistent with the local market, with the goal of maintaining internal consistency in compensating executives in different regions.

Timing of decisions. Generally, our executive officers’ compensation is adjusted each year effective October 1, the beginning of our second fiscal quarter. This is a long-standing practice that allows us to consider the previous year’s performance, and new year’s performance goals, in compensation decisions. Accordingly, the committee generally makes decisions on the principal components of executive officer compensation – base salary, bonus potential, equity awards, and perquisites – during the first quarter. Specific performance bonus targets for executive officers are generally determined before or during the first month of the fiscal year for that year. Determining actual performance versus targets and calculating bonus payouts generally occur in the first two months following the end of our fiscal year. Bonus payments to our executive officers are made after the fiscal year-end audit is complete. If other executive compensation issues arise during the course of the year, the committee takes those issues up on a case-by-case basis. Determinations regarding promotions are generally made contemporaneous with the promotions.

Independent compensation consultant. In making its decisions, the committee reviews data obtained from peer group companies and considers the recommendations of management and the advice of its independent compensation consultants regarding each element of compensation. Since fiscal year 2007, the committee has retained Frederic W. Cook & Co., Inc., an independent compensation consultant (“Cook & Co.”), to advise the

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committee with respect to executive compensation matters for executive officers. For fiscal year 2012, Cook & Co. also advised the committee regarding the Australian company benchmarks for the positions of our chief executive officer, as well as executive officers who reside there. The committee reviewed market practices and benchmarking data from Cook & Co. and considered ResMed’s and our executives’ relative performance and the recommendations of the consultants when setting compensation. The committee also considered the experience and knowledge of committee members regarding compensation practices for comparable positions at other companies. Although the committee considers various sources of information and recommendations, ultimately, of course, the committee relies on its own independent judgment.

Management’s role. Our chief executive officer, our chief administrative officer and global general counsel, our human resources team, and other members of management provide input and recommendations to the committee regarding pay to the executive officers and other members of management for their review and approval. While the committee gives consideration to these recommendations, it exercises independent judgment. Management provides to the compensation consultants and to the committee historical and prospective breakdowns of total compensation components for each executive officer and financial data in support of the various compensation components. Management also provides recommendations that include financial goals and criteria for our annual and long-term incentive plans. Management gathers the information it provides from consultants, the market, and internal resources, allowing designs and strategies to be tied directly to our business needs. While management typically attends committee meetings, the committee chair excuses individual management members as appropriate for independent review or decision-making.

Peer group comparisons. In making its decisions on executive compensation, the committee generally uses industry compensation surveys prepared by outside consultants. In August 2011, Cook & Co., the committee’s independent compensation consultants, performed an executive compensation review based on current US and Australian market compensation data. The US peer companies were generally within one-third and three times the size of our revenue and market capitalization, with ResMed in the middle to avoid bias from too many large or small peer companies. The compensation committee confirmed the peer group in May 2011, and companies comprising the US peer group were:

* Gen-Probe is now a wholly-owned subsidiary of Hologic.

The committee believes that this peer group reflected a reasonable cross-section of our labor market for talent and included companies that our investors might consider in determining the reasonableness of our pay and alignment of our pay with our performance. For fiscal year 2012, the committee added CareFusion and Masimo to the group used for fiscal year 2011, consistent with this selection criteria.

Each position was reviewed against comparable positions within our peer group. The committee periodically reviews the composition of the peer group and the criteria and data used in compiling the list, and considers modifications to the group. We select peer companies that are medical device or medical technology companies with a market capitalization, stockholder return, profitability, revenue and employee population roughly comparable to ours.

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In August 2011, the committee also considered compensation survey data from ten similarly-sized Australia-based publicly listed companies for our Australia-based chief financial officer and our president – Asia Pacific, as well as for our chief executive officer. The committee generally gives less weight to the Australian peer group. First, because of the small number of publicly-traded global medical device companies in Australia, the peer group is less comparable. In addition, Cook & Co. noted that Australian peer companies typically have different pay models with higher salaries and lower incentives. The Australian peer group companies reviewed were:

The committee also considered consultant data from another outside source prepared for our president – Europe and information regarding current local market conditions. The committee also noted Europe and Norway peer companies typically have different pay models, with higher salaries and lower incentives.

Elements of compensation

Base salary. Base salaries provide our executives with a degree of financial certainty and stability. In order to attract and retain highly qualified executives, we pay within salary ranges that are generally based on similar positions in companies of comparable size and complexity. Using the peer group data, the committee assesses base salaries at the median, 60^th and 75^th percentiles with the goal of positioning base salary around the 60^th percentile. Adjustments are made based on the final committee assessment.

Salary adjustments are generally made annually to be effective October 1, at the start of the second quarter of our fiscal year. In August 2011, the committee approved a base salary increase effective October 1, 2011 for all of our named executive officers, except for Messrs. Darkin and M. Farrell, whose responsibilities changed in May 2011, and whose new base salaries were effective July 1, 2011. Messrs. P. Farrell, Darkin, and M. Farrell each received a salary increase of 10% or greater, as they were each below the median of the peer group data for comparable positions after they were promoted to their new positions. The other named executive officers received increases of 5%, reflecting a typical increase broadly consistent with our budgeted increase for non-executive officers, with Mr. Jacobsen’s slightly above that, at 8%, based on individual factors. Mr. Douglas initially received an increase of 5%, but his salary was increased further, effective September 1, 2011, in connection with his promotion to chief operating officer.

For Mr. Sandercock and Mr. Jacobsen, the amounts shown in the table below represent the US dollar equivalent of their non-U.S dollar-denominated salaries, with actual compensation expense varying based on currency fluctuations. We believe that year-to-year currency fluctuations make the constant currency increases most meaningful for officers residing outside the US.

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Annual performance-based bonuses.

The second direct compensation component is a cash bonus under our annual bonus program. The primary purpose of our annual bonus program is to motivate our executives to meet or exceed our company-wide, regional, and business-unit short-term operating performance objectives. The program is intended to share our success with eligible executives to the extent warranted by our performance, and to provide competitive compensation to eligible executives in a manner consistent with our philosophy of paying for performance. The bonus program is intended to qualify as a performance-based award under our incentive plan as well as performance-based compensation for purposes of section 162(m) of the US Internal Revenue Code.

In setting appropriate bonus target opportunities for fiscal year 2012, the committee reviewed the 50^th, 60^th, and 75^th percentiles of peer comparables (both in terms of target amounts and amounts actually earned). The committee also considered the potential effect of bonus targets on total cash compensation and reviewed total cash compensation at peer comparables at those percentiles. For fiscal year 2012, the committee increased the target bonus opportunity for named executive officers to 75% of base salary (from 70% of base salary), other than for our chief executive officer, who remains at the same level as in prior years – 120% of base salary. This increase to 75% was approved for all officers below the chief executive officer in order to recognize the changed roles and responsibilities arising from the reorganization of our management structure, and to have a larger percentage of compensation at risk based on our performance. The committee determined to change the bonus structure for our chief executive officer for fiscal year 2012 to eliminate the strategic or special focus goals that had been in place in previous years. The committee determined the special focus areas were not necessary at this time, given the change in Dr. Farrell’s role from executive chairman to chairman and chief executive officer, and that these changes would better align Dr. Farrell’s bonus structure with that of the other executive officers. Effective September 1, 2011, the committee approved an increase to Mr. Douglas’ target bonus to 80% of his base salary in connection with his promotion to chief operating officer and related increased responsibilities.

For fiscal year 2012, Dr. Farrell’s and Messrs. Douglas, Pendarvis and Sandercock’s bonuses were determined based on pre-established performance measures of our global net sales and net operating profit after tax as a percentage of sales, weighted equally, while Messrs. Jacobsen and Darkin had a percentage of their bonus opportunity tied to these global metrics and a percentage tied to similar metrics at the regional or product level for which they are responsible. The committee believes it best to tie each executive’s incentive pay to the areas over which the executive can assert the most influence and to vary the weighting to reflect the relative focus desired by the executive for each metric. The committee continues to believe that net sales and net profit as a percentage of revenues are important performance metrics on a global and regional basis because these goals focus on profitably increasing our revenues.

The performance measures and their weighting by named executive officer for fiscal year 2012 were as follows:

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The fiscal year 2012 payout structure, based on achieving pre-established targeted milestones for each performance metric, is identical for each metric and is described in the following table. Payouts are expressed as a percentage of target bonus opportunity after giving effect to the weighting for the performance metric. Performance between and above the milestones listed below is paid based on linear interpolations.

The committee approves the actual bonus amounts for executive officers after review of our financial data and performance. The committee has established a cap on the maximum amount of bonus payout per executive officer at 200% of that officer’s target bonus opportunity.

The fiscal year 2012 targets and actual performance for each of the metrics are listed below. Note that global net sales were adjusted to remove the impact of currency fluctuations.

We also achieved 91.16% and 101.07% of our Asia Pacific net sales and Asia Pacific net operating profit as a percentage of revenue targets, respectively, which impacted Mr. Douglas’ bonus; 96.39% and 95.19% of our Europe net sales and Europe net operating profit as a percentage of revenue targets, respectively, which impacted Mr. Jacobsen’s bonus; and 100.77% and 101.28% of our sleep-disordered breathing strategic business unit net sales and net operating profit after tax as a percentage of revenue targets, respectively, which impacted Mr. Darkin’s bonus. At the time the compensation committee set the regional and business unit metrics, the regional net sales and net operating profit as a percentage of revenue targets were determined to be challenging but attainable.

For fiscal year 2012, applying the pre-determined bonus payment formula, the committee determined that the following percentages of target bonus opportunities would be paid:

In calculating bonus metric achievement, the committee made the following adjustments from our GAAP financial statement revenues and net profit calculations to eliminate the impact of certain non-operating revenues and expenses:

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The following table sets forth the 2012 target and actual bonus payments. All actual bonuses were funded under pre-established formulas, and do not reflect any discretionary adjustment by the compensation committee.

In order to promote the retention value of our incentive programs, the committee has adopted a policy that we will not pay any bonus or other short-term incentive awards in the event of a separation of employment of an executive officer before the date of the payment. This policy does not impact options, restricted stock units, or other long-term incentives that have vested at the time of separation. Despite the fact he was not entitled to a bonus, we agreed to pay Mr. Jacobsen a bonus for fiscal year 2012, reduced pro-rata to reflect his period of service, to recognize his performance and in connection with obtaining his assistance in transition matters.

The committee has approved a bonus program for fiscal year 2013 that incorporates the same metrics and weighting as in fiscal year 2012.

Long-term equity award program

The third major component of our named executive officers’ direct compensation provides a long-term incentive and alignment with stockholders through equity participation. The primary purpose of granting equity awards is to link our officers’ financial success to that of our stockholders, with the value of the equity awards increasing only as the stock price increases. We use restricted stock units and stock options in the equity award program to provide a mix of awards that increases the capability of the committee to manage more effectively our use of shares under our stock plan, balance the leverage and risk provided by various equity vehicles, more closely conform with practices at our peer companies, and provide more tax-effective equity awards (particularly for our Australian-based executives in light of Australian tax treatment of option grants). The committee provides employees above certain graded classifications, including our named executive officers, the choice to select whether their equity awards are to be entirely in the form of stock options, entirely in restricted stock units, or evenly split in value between the two. For fiscal year 2012, each restricted stock unit was valued at 3.5 options, based on the relative Black-Scholes value of stock options compared to the value of our restricted stock units, discounted slightly to reflect the lower risk of restricted stock units. The combined availability of options and restricted stock units enables the award designee the opportunity to balance the incentive award in a manner that suits their particular risk profile and with respect to their own preferences in financial or tax planning in the US and non-US jurisdictions.

In determining the number of awards granted to specific named executive officers, the committee reviews our performance, the number of outstanding awards available, the percentage of the pool represented by the proposed grant, the present value of the proposed grant, existing option ownership, the awards granted in the prior year and the three prior years, and the grant practices of our peer group companies. For fiscal year 2012, the committee

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reviewed peer company data to determine competitive equity awards, at the median, 60^th and 70^th percentiles, for each officer’s position.

Cook & Co. reported that our fiscal year 2011 grant levels were consistent with 60^th percentiles for all positions except for our chief executive officer. For fiscal year 2012, the committee determined to continue the practice it followed in previous fiscal years, and award the same size grant of option equivalents to all of our named executive officers other than our chief executive officer and chief operating officer, to promote a team-based approach by our senior management team, promote internal equity, and eliminate geographical distinctions in equity grants at this senior level. In arriving at the specific grant size, the committee considered the peer group benchmarks at an individual level, as well as aggregate equity compensation for similar groups of our peers. On an individual basis, this resulted in equity awards slightly above the 60^th percentile for those named executive officers. The committee approved a grant to our chief operating officer in October 2011, shortly after his initial appointment, slightly above the median, reflecting his short tenure in the role.

The year before, at the time of our fiscal year 2011 equity awards, Dr. Farrell was not our chief executive officer, and he did not receive an additional equity award at the time of his re-appointment as our chief executive officer in February 2011. Accordingly, the committee granted Dr. Farrell an equity award in early September 2011 (that is, in early fiscal year 2012) that was intended to compensate Dr. Farrell for his service as chief executive officer beginning in February 2011. In our view, this award is for Dr. Farrell’s fiscal year 2011 service, following the departure of former chief executive officer Kieran Gallahue, and is not part of fiscal year 2012 chief executive officer compensation. The amount of the award was determined based approximately on the difference between Dr. Farrell’s fiscal year 2011 grant and Mr. Gallahue’s fiscal year 2011 grant, reduced pro-rata to reflect the time Dr. Farrell served as chief executive officer. In addition, the committee granted Dr. Farrell an equity award at the 60^th percentile of peer companies, as part of the annual grant process for fiscal year 2012.

Mr. Douglas’ grant was made to him in October 2011, in connection with his promotion to chief operating officer.

The following table sets forth option equivalent grants (with each restricted stock unit valued at 3.5 options) provided to our named executive officers in fiscal year 2012 with comparisons to the relevant peer data (reflecting our practice of grouping in a single tier named executive officers other than the chief executive and chief operating officers), as well as the elections made by our named executive officers regarding the form of award to receive. Each option equivalent grant represents one option and 3.5 option equivalent grants represent one restricted stock unit.

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In addition, the committee continued its requirement that restricted stock unit awards granted to our executive officers and certain senior executives would, in addition to having a four-year vesting period, be earned based on performance targets as shown in the table below. These conditions allow us to deduct, for tax purposes, the compensation expense associated with those RSUs, and require that RSUs are only earned when we meet threshold levels of profitability. After grant, RSUs granted may be earned based on our actual performance compared to targeted levels of earnings for each of the three performance periods: (i) third fiscal quarter; (ii) fourth fiscal quarter; and (iii) the third and fourth fiscal quarters combined. No more than 100% of the RSUs granted may be earned, and once the target is met for a performance period, all RSUs associated with that period are earned. If the target for a performance period is not met, none of the RSUs for that period is earned. However, if the cumulative target for both periods is achieved in either period or in the combined period, 100% of the RSUs granted are earned. The committee determined that the performance condition on the November 2011 RSU grant to executive officers had been met, as shown in the table below.

As a result of our earnings performance for the third and fourth quarters of fiscal year 2012, 100% of the RSUs granted were earned. Because the combined periods’ earnings were sufficient, there was no need to review the quarterly earnings independently.

Once the RSUs are earned, they are subject to a vesting requirement based on service with us, with 25% vesting each year on November 11, with the first vesting to occur on November 11, 2012.

Terms of stock options and restricted stock units

Stock options and restricted stock units were issued to our named executive officers during fiscal year 2012 under our 2009 incentive award plan. The plan requires that the exercise price of options equals the fair market value on the day of the grant, as measured by the closing price of our common stock on the NYSE on the grant date. Generally, equity awards granted during the annual grant process are exercisable 25% per year on November 11^th of each year after the grant date. In addition, as discussed below, vesting is automatically accelerated on a change of control or death. After vesting, our named executive officers may exercise options for a maximum period of the earlier of: (1) expiration of the grant (generally seven years after the date of grant); or (2) one year after separation for any reason (except six months after death in the case of non-US participants).

Equity compensation award policies

The committee’s policy is to generally have its annual incentive award grants to named executive officers and non-executive management effective on or about the annual stockholders meeting date. In setting this policy the committee considered many factors, including the alignment of this date with the election of directors and the traditional October 1 salary adjustment date. This enables management and the committee to combine the salary review process with the equity grant process for consistency and administrative convenience and to make awards only after performance in the previous year is known and current year budgets and goals are set. Also, given our traditional earnings release date in late October or early November, the stockholders meeting is likely to occur in an open window period. In addition, the stockholders meeting date is set and announced several months in advance, providing transparency to the process. Based on these reasons, the committee has set the annual stockholders meeting date as the target for our annual equity grants, although the actual grant date (i.e., the date when the committee takes formal action to make the grants) may vary by a few days from the annual meeting date due to administrative or other factors. The exercise price for options included in the equity grants equals the closing price of our common stock on the actual grant date.

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The committee’s policy on granting incentive awards for promotions, new hire and other special situations is that the grants must be properly approved in advance of, or on the grant date, and the grant date is to occur on the first business day of the month following the promotion, new hire or other special situation; unless the event occurs on the first business day of the month, in which case the grant may be made as of that day. The committee has delegated authority to our chief executive officer and our chief administrative officer and global general counsel to make grants in connection with new hires, promotions, or special situations, provided that the grants are not to executive officers, and are consistent with other practices relating to our equity award program. In fiscal year 2012, our officers approved grants of an aggregate amount of 148,300 option equivalents to individuals under this delegation. Restricted stock units are available for these grants, depending on the recipient’s position and represented 140,559 option equivalents of the 148,300 option equivalents.

Fiscal year 2012 equity ownership guidelines

In August 2010, after reviewing industry trends and competitive comparisons, the committee approved equity ownership guidelines for our executive officers in an effort to continue to improve alignment of stockholder and management interest, and to conform to prevalent peer practices. These guidelines require our chief executive officer to achieve stock ownership levels, including vested and unvested restricted stock units, in ResMed common stock of at least three times his annual base salary within five years. All other named executive officers are required to own at least one and one-half times their respective annual salaries within five years. If these guidelines are not met, upon vesting of restricted stock units or option exercise, the officer must retain shares equal to 50% of the after-tax value of shares acquired on the vesting or exercise until the officer’s guidelines are met. As of August 2012, each of our named executive officers met their ownership guideline.

Change of control and termination arrangements

None of our named executive officers serving at the end of fiscal year 2012 has a contractual right to receive severance payments if employment is terminated, except in the event of certain change of control events, described below.

Equity award agreements. Our form of option agreement for named executive officers provides that if they terminate employment for any reason, they may exercise options that vested before their termination until one year after their employment terminates. This extended exercise period does not apply to any options that were unvested at the time of termination. These extended exercise provisions are intended to facilitate financial planning after employment terminates and to ensure that the executive would be able to exercise options and sell the underlying shares when not in possession of material public information about us.

In addition, both our form option grant agreement and form restricted stock unit agreement for executive officers provide accelerated vesting on a change of control or death. This accelerated vesting is intended to protect the expected economic benefit of the executive’s equity participation in the event of certain change of control transactions, and to make it easier to attract, retain, and motivate our key executives. All employees are entitled to similar acceleration of equity awards upon death or a change of control. We provide these vesting terms for employees who are not executive officers for reasons similar to those described below for our named executive officers. In addition, we believe it is consistent with our culture to provide, to the extent reasonable, similar benefits to all employees holding options or restricted stock unit awards.

Change of control agreements. We have change of control agreements with each of our named executive officers and certain other members of our senior management team. Effective June 30, 2012, we entered into revised agreements with all of our executive officers. The primary change in the revised agreements is the elimination of excise tax gross-up benefits, to reflect the committee’s view of emerging best practice, particularly among peer companies, and in response to concerns expressed by our stockholders. The revised agreements include instead a “best pay” limitation, which reduces the severance payments and benefits payable to the extent necessary so that no portion of any payments or benefits payable upon a change of control of our company would be subject to the excise tax under Section 280G of the US Internal Revenue Code.

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Our change of control agreements provide accelerated option and restricted stock unit vesting on a change of control. These agreements also provide for severance payments based on a multiplier (based on position, which for our chief executive officer is 2 times) of salary, bonus and other benefits, to be made to our named executive officers if their employment is terminated under specified circumstances within six months before or one year after a change of control. A description of the material terms of our change of control agreements can be found beginning on page 53 of this proxy statement under “Potential payments on termination or change of control.” These agreements are maintained in order to recruit and retain new executives, as well as to foster best efforts of management in the deliberation of a potential transaction. The committee believes that these agreements may continue to attract senior level candidates in light of the relatively specialized nature of our product offerings and the continued potential for merger and acquisition activity in the medical technology market sector. Also, the committee believes that the agreements assure appropriate motivation by senior management to evaluate potential transactions that may involve the company.

Perquisites and other benefits

The committee did not make any material changes in the perquisites and other benefits we provided to our named executive officers during fiscal year 2012. We provided the benefits described below to our named executive officers. The incremental cost to us for these benefits is described in the summary compensation table.

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Deferred compensation plan

We maintain the ResMed Inc. Deferred Compensation Plan, under which eligible US employees (including, but not limited to executive officers) selected to participate in the deferred compensation plan may elect to defer a portion of their base salary, bonus, commissions and other specified compensation. The amounts deferred under the plan represent an unsecured general obligation to make payments to the participant at some time in the future. Amounts deferred under the plan are credited to accounts maintained under the plan for each participant and are credited with earnings, gains, or losses based on certain investment options chosen by the participant. These investment options are to be used for measurement purposes only and amounts deferred under the plan will not represent any actual investment made on the participant’s behalf. The amount that we are required to pay under the plan is equal to the elective deferrals made by the participant, as adjusted for these hypothetical gains or losses. The plan allows us to make discretionary contributions to participant accounts in amounts and at times that we determine from time to time in our discretion, including restoration matching contributions that are intended to restore the matching contributions lost under our 401(k) plan as a result of deferrals under the plan. The committee believes that the deferred compensation plan represents an additional retention tool for executive management as well as an attractive vehicle in recruiting talent to our executive team.

Tax considerations

Section 162(m) of the US Internal Revenue Code limits the US federal income tax deductions of publicly-traded companies to the extent total compensation for certain named executive officers exceeds $1 million in any one year. Under Section 162(m) the deduction limit does not apply to payments that constitute “qualified performance-based compensation.” Generally, objectively determinable performance bonus payments and option grants to our named executive officers are intended to constitute “qualified performance-based compensation” under Section 162(m) and not be subject to the Section 162(m) limit. However, in certain circumstances, the committee may provide bonus payments, option grants, and other payments and awards that do not constitute “qualified performance-based compensation” if the committee determines that payments and awards would be in the best interest of ResMed. If compensation to certain named executive officers does not constitute “qualified performance-based compensation,” Our deduction for US federal income tax purposes for that compensation may be wholly or partially disallowed under Section 162(m). Payments under our bonus program for fiscal year 2012, and the stock option grants and restricted stock units granted to our executive officers, are each intended to qualify as performance-based compensation for purposes of section 162(m) of the US Internal Revenue Code.

Sections 280G and 4999 of the Internal Revenue Code impose certain adverse tax consequences on excess parachute payments, which are compensatory payments or benefits that are contingent on a change of control and

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exceed in the aggregate three times the executive’s base amount. Excess parachute payments are subject to a 20% excise tax and our compensation deduction in respect of the excess parachute payments is disallowed. If we were to be subject to a change of control, certain amounts received by our executives (for example, amounts attributable to accelerated vesting of stock options and certain severance payments) could be excess parachute payments. In fiscal year 2012, we amended our change of control agreements with all executive officers to eliminate any obligation of ResMed to provide tax gross-ups to an affected individual for any excise taxes due under the agreement. The agreements include instead a “best pay” limitation, which reduces the severance payments and benefits payable to the extent necessary so that no portion of any payments or benefits payable on a change of control would be subject to exercise tax.

Section 409A of the Internal Revenue Code requires programs that allow executives to defer a portion of their current income to meet certain requirements regarding risk of forfeiture and election and distribution timing (among other considerations). Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under the plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the US Internal Revenue Code.

Summary compensation table

The following table sets forth summary information concerning the compensation awarded, paid to, or earned by each of our named executive officers for all services rendered in all capacities to us for the fiscal years ended June 30, 2012, June 30, 2011, and June 30, 2010. We compensate our executive officers in their residences’ local currency. The compensation amounts for named executive officers based outside of the US are presented in US dollars based on an average annual conversion rate for the relevant fiscal years.