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11430 N. Community House Road, Suite 350
Charlotte, North Carolina 28277-1591

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voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors of the Company (the “Board”).

By Telephone or on the Internet.      Telephone and Internet voting may be available for beneficial owners depending on the voting processes of your broker, bank or other holder of record.  Therefore, we recommend that you follow the voting instructions in the materials you receive.  If you vote by telephone or on the Internet, you do not have to return your proxy card or voting instruction card.

In Person at the 2013 Annual Meeting.      All stockholders as of the record date may vote in person at the 2013 Annual Meeting.  You may also be represented by another person at the 2013 Annual Meeting by executing a proper proxy designating that person.  If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the 2013 Annual Meeting.

Your vote is important.  You can save us the expense of a second mailing by voting promptly .

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before your shares are voted at the 2013 Annual Meeting by:

·                   Written notice to the Secretary of the Company received prior to the date of the 2013 Annual Meeting;

·                   Timely delivery of a valid, later-dated proxy; or

·                   Voting by ballot at the 2013 Annual Meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record.  You may also vote in person at the 2013 Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares that have been properly voted and not revoked will count as voted at the 2013 Annual Meeting.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the Securities and Exchange Commission (the “SEC”) called “householding.”  Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials receive only one copy of our proxy materials, unless one or more of these stockholders notify us that they wish to continue receiving individual copies.  This procedure reduces our printing costs and postage fees.  Stockholders who participate in householding continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, Continental Stock Transfer & Trust Company (in writing: 17 Battery Place, New York, New York 10004; by telephone: 212-509-4000).

If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact our transfer agent as indicated above.

Beneficial owners can request information about householding from their banks, brokers or other holders of record.

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Is there a list of stockholders entitled to vote at the 2013 Annual Meeting?

The names of stockholders of record entitled to vote at the 2013 Annual Meeting will be available for inspection at the 2013 Annual Meeting and for ten days prior to the 2013 Annual Meeting for any purpose germane to the meeting, between the hours of 9:00 AM and 4:00 PM, Eastern Daylight Time, at our principal executive offices at 11430 N. Community House Road, Suite 350, Charlotte, North Carolina 28277-1591, by contacting the Secretary of the Company.

What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the 2013 Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum.  Abstentions and “uninstructed shares” that are voted by the holder of record are counted as present and entitled to vote for purposes of determining a quorum.  An “uninstructed share” occurs when a bank, broker or other holder of record holding shares for a beneficial owner may exercise discretionary voting authority on routine proposals because that holder has not received voting instructions from the beneficial owner.

If you are a beneficial owner, your bank, broker or other holder of record has discretionary authority to vote your shares on the ratification of Ernst & Young LLP as our independent registered public accounting firm, even if the record holder does not receive voting instructions from you.  However, the record holder may not vote on the election of directors to Class III of the Board, the non-binding advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement or any stockholder proposals properly brought before the meeting absent instructions from you.  As of the date of this Proxy Statement, the Company was not aware of any stockholder proposals for the 2013 Annual Meeting.

Election of Class III of the Board.      A plurality of the votes cast is required for the election of directors to Class III of the Board.  This means that the director nominee with the most votes for a particular slot is elected for that slot.  You may vote “for” or “withheld” with respect to the election of directors.  Only votes “for” or “withheld” are counted in determining whether a plurality has been cast in favor of a director nominee.  Abstentions and, if applicable, “broker non-votes” are not counted for purposes of the election of directors.  A “broker non-vote” occurs if the holder of record chooses not to vote the uninstructed shares on a routine matter or is not permitted to vote the uninstructed shares on a non-routine matter.

Ratification of Ernst & Young LLP.     The votes cast “for” must exceed the votes cast “against” to approve the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013.  Abstentions and, if applicable, broker non-votes are not counted as votes “for” or “against” these proposals.

In the event that our stockholders fail to ratify the selection, it will be considered as a direction to the Board and the Audit Committee to consider the selection of a different firm.  However, if the Board determines it to be in the best interests of the Company to retain Ernst & Young LLP as our independent registered public accounting firm, it may do so in its sole discretion, despite the stockholders’ failure to ratify the selection.  Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm.

Advisory Vote to Approve Named Executive Officer Compensation.      The votes cast “for” must exceed the votes “against” the non-binding advisory vote to adopt the resolution approving the compensation of named executive officers.  You may vote “for” or “against” the proposal, or you may abstain from voting on the proposal.  Abstentions and, if applicable, broker non-votes are not counted for this proposal.

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Board, it will not create or imply any additional fiduciary duty on the part of the Board and it will not restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation.  The

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Compensation Committee will, however, take into account the outcome of the vote when considering future compensation arrangements for our named executive officers.

Could other matters be decided at the 2013 Annual Meeting?

As of the date of this Proxy Statement, we did not know of any matters to be raised at the 2013 Annual Meeting other than those referred to in this Proxy Statement.

If you are a stockholder of record and you have returned your signed and completed proxy card, the Company will have the discretion to vote for you on other matters that are properly presented at the 2013 Annual Meeting for consideration.

Can I access these proxy materials on the Internet?

These proxy materials are available in PDF and HTML format at http://investor.polypore.net/annual-proxy.cfm and will remain posted until the conclusion of the 2014 Annual Meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies.  Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission.

Who will count the vote?

Representatives of our transfer agent, Continental Stock Transfer & Trust Company, will tabulate the votes and act as inspectors of election.

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GOVERNANCE OF THE COMPANY

Our Corporate Governance Principles and General Information

Role and Composition of the Board of Directors and its Committees

General.     The Board, which is elected by the stockholders, oversees the management of the Company’s business and sets high standards for the Company’s directors, officers and employees.  The Board selects and monitors the performance of the senior management team, which is charged with the daily operations of the Company’s business.

Board Size.     The Amended and Restated Bylaws of the Company (the “Bylaws”) specify that the Board will consist of the number of seats as may be fixed from time to time by resolution of the Board, but that in no event will the number of seats be less than three nor more than 15.  The Board has fixed the number of directors at eight.  It is the policy of the Company that the number of directors not exceed a number that can function efficiently as a body.  The Nominating and Corporate Governance Committee considers and makes recommendations to the Board concerning the appropriate structure and needs of the Board.

Structure.     The combined position of Chairman of the Board and Chief Executive Officer of the Company is currently held by Robert B. Toth.  Michael Graff currently holds the position of Lead Independent Director.

In July 2011, the Board appointed Mr. Toth as Chairman of the Board (combining the positions of Chairman of the Board and Chief Executive Officer).  The Board considered that the combined role would, among other things, facilitate greater communication between the Company’s independent directors and its senior management, provide more immediate feedback from the independent directors to the Company’s management and result in a greater role for the Board in shaping overall Company direction and strategy.  At the time the roles of Chairman of the Board and Chief Executive Officer were combined, the Board named Mr. Graff, a member and managing director of Warburg Pincus LLC, a general partner of Warburg Pincus & Co. and the previous Chairman of the Board, as Lead Independent Director.

The Board has not adopted a policy regarding the separation of the position of Chairman of the Board from that of Chief Executive Officer.  The Board recognizes that there may be circumstances in the future that would lead it to separate the positions of Chairman of the Board and Chief Executive Officer, but believes that the absence of a policy requiring either the separation or combination of the positions provides the Board with the flexibility to determine the leadership structure that is in the best interests of Polypore and its stockholders.  Accordingly, the Board carefully considers the continued combination of those positions from time to time.

In accordance with the Company’s Corporate Governance Guidelines, the Company will maintain a Lead Independent Direct at all times when the roles of Chief Executive Officer and Chairman of the Board are combined.  Mr. Graff, in his role as Lead Independent Director, fulfills the following functions, as appropriate:

·                   Acts as the intermediary between Mr. Toth and the independent directors;

·                   Suggests that the Chairman of the Board call full board meetings;

·                   Calls meetings of the independent directors, as needed;

·                   Sets the agenda for and leads executive sessions of the independent directors and communicates with the Chairman of the Board and Chief Executive Officer on issues arising in executive sessions;

·                   Collaborates with the Chairman of the Board and Chief Executive Officer to set the agenda for meetings of the Board and information provided to the Board;

·                   Facilitates discussion among the independent directors on key issues and concerns outside of meetings of the Board; and

·                   Regularly communicates with the Chairman of the Board and Chief Executive Officer regarding the views, concerns and issues of the independent directors.

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Selection Criteria.     Candidates are selected for their integrity, diversity, experience, leadership, skill and ability to exercise sound judgment, among other things.  Candidates are chosen with the primary goal of ensuring that the entire Board collectively serves the interests of the stockholders.  The Nominating and Corporate Governance Committee considers candidates for re-election and to fill new positions created by expansion and vacancies that occur by resignation, by retirement or for any other reason.  In identifying and recommending director nominees, the Nominating and Corporate Governance Committee may take into account factors that they determine appropriate, including any recommendations made by senior management and stockholders of the Company.  The Nominating and Corporate Governance Committee does not solicit recommendations of director candidates, but will consider stockholder recommendations of director candidates sent to the Nominating and Corporate Governance Committee c/o the Company.  Final approval of a candidate is determined by the full Board.  See “ Criteria for Board Membership ” below in the “ Governance Information ” section of this Proxy Statement for more information.

Director Service on Other Public Boards.     The Company does not limit the number of public company boards on which its directors may serve.  However, each director nominee must carefully evaluate his or her existing obligations before agreeing to serve on the Board or any of the Board committees or agreeing to serve on the board of another company in the future.  The Nominating and Corporate Governance Committee reviews the number of public company boards on which a director may sit on a case-by-case basis.  Each director is required to advise the Board and the Nominating and Corporate Governance Committee if he or she has accepted an invitation to serve on the board of another public company.  Under the NYSE rules, if an Audit Committee member simultaneously serves on the audit committees of more than three public companies, the Board must determine that such simultaneous service does not impair the ability of such member to effectively serve on the Audit Committee of the Company.  None of the Audit Committee members serves on the audit committees of more than three public companies.

Director Compensation.     The Board, in conjunction with the Compensation Committee, annually reviews and determines the compensation of directors.  See “ Compensation of Non-Employee Directors ” in the “ 2012 Compensation ” section of this Proxy Statement for more information.

Director Retirement.     The Company does not have a mandatory age by which a director is required to resign.  The Nominating and Corporate Governance Committee recommends to the Board on a case-by-case basis whether a director should be nominated for re-election.

Term Limits.     The Board does not impose term limits on directors’ service, nor does it believe in automatic re-nomination.  The Board self-evaluation process is an important determinant for continuing service.

Committees .    It is the general policy of the Company that all major decisions be considered by the Board as a whole.  As a consequence, the committee structure of the Board is limited to those committees considered to be basic to, or required for, the operation of a public company.  Currently these committees are the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating and Corporate Governance Committee.  The members and chairs of our Board committees are recommended to the Board by the Nominating and Corporate Governance Committee and appointed to such committees by the full Board.

Chief Executive Officer Performance Goals and Annual Evaluation.     The Compensation Committee is responsible for setting annual and long-term performance goals for the Chief Executive Officer and for evaluating his performance against such goals.  The Compensation Committee meets annually with the Chief Executive Officer to receive his recommendations concerning such goals.  Both the goals and the evaluation are then considered by the Compensation Committee.  The Compensation Committee then meets with the Chief Executive Officer to evaluate his performance against such goals.

Senior Management Performance Goals.     At the beginning of each year, the Chief Executive Officer, in consultation with the Compensation Committee and his direct reports, reviews and approves the performance goals and objectives for his direct reports.

Communication with Stakeholders.     The Chief Executive Officer is responsible for establishing effective communications with the Company’s stakeholder groups, ( i.e. , stockholders, customers, company associates, communities, suppliers, creditors, governments and corporate partners).  It is the policy of the Company that

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management speaks for the Company.  This policy does not preclude outside directors from meeting with stockholders or other stakeholder groups, but, in most circumstances, any such meetings would be held with management present.  See “ Communications with Directors ” in the “ Governance Information ” section relating to direct communications with the Board or with certain members or committees of the Board.

Risk Oversight.   Our Audit Committee is responsible for overseeing our risk management process.  This includes oversight responsibility for financial reporting with respect to the Company’s major financial exposures, in accordance with NYSE requirements, the effectiveness of Polypore’s enterprise risk management process that monitors and manages key business risks facing the Company and the steps management has taken to monitor and control such exposures.  The Audit Committee reports the results of its review to the Board not less than annually and more frequently as circumstances may warrant.

The Audit Committee receives presentations throughout the year from senior management and various department and business unit leaders that include discussion of significant risks as necessary.  The Audit Committee then addresses matters of particular importance or concern, including any significant areas of risk that require its attention, and reports to the Board as appropriate.  In addition, through dedicated sessions focusing on corporate strategy, the Board reviews in detail not less than annually the Company’s short- and long-term strategies, including consideration of any significant risks facing the Company and their potential impact.

The Compensation Committee also considers any risks to the Company from its compensation policies and practices (see “ The Compensation Committee ” in the “ Board and Committee Membership ” section of this Proxy Statement below).  The Compensation Committee determines whether there are any risks that should be raised with Board and/or require disclosure in the Company’s Proxy Statement.

We believe that our approach to risk oversight, as described above, optimizes our ability to approach existing and emerging risks in a proactive manner and make informed strategic and operational decisions.

Board and Committee Processes and Functions

Agenda.     The Chairman of the Board, in consultation with the Lead Independent Director, sets the agenda for Board meetings with the understanding that the Board is responsible for providing suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board.  Any member of the Board may request that an item be included on the agenda.  The chair of each Board committee (and if the committee has no chair, one of its members), in consultation with committee members and the appropriate members of management and staff, develops committee agendas.

Materials.    Materials related to agenda items are provided to Board and Board committee members sufficiently in advance of Board meetings to allow the directors to prepare for discussion of the items at the meeting.

Meetings.     The frequency, length and agenda of meetings of the Board and each of its committees are determined by the Chairman of the Board, in consultation with the Lead Independent Director, or the chair of the applicable committee (or, if the committee has no chair, by a member of the committee), subject to the NYSE and SEC rules.  At the invitation of the Board or its committees, as applicable, members of senior management attend Board and Board committee meetings or portions thereof to participate in discussions.  Generally, presentations of matters to be considered by the Board or its committees are made by the manager responsible for that area of the Company’s operations.

Director Access to Corporate and Independent Advisors.     Board members have access to all members of management and employees of the Company and, as necessary and appropriate, Board members may consult with independent legal, financial and accounting advisors to assist in their duties to Polypore and its stockholders.

Executive Sessions.     Executive sessions and meetings of outside directors without management present are held regularly to review the report of our independent registered public accounting firm, the criteria upon which the evaluation of the performance of the Chief Executive Officer and other senior managers is based, the performance of the Chief Executive Officer against such criteria, the compensation of the Chief Executive Officer

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and other senior managers and any other relevant matters.  In his role as Lead Independent Director, Mr. Graff presides at all executive sessions of the non-management directors.  Meetings are held from time to time with the Chief Executive Officer for a general discussion of relevant subjects.  In 2012, the non-management directors met in executive session four times.

Annual Self-Evaluation.     The Board, under the direction of the Nominating and Corporate Governance Committee, conducts an annual performance self-evaluation.  In addition, each Board committee is responsible for conducting an annual performance self-evaluation and reviewing its findings with the Board.

Annual Meeting Attendance.     The Company encourages all Board members to attend the Company’s annual meeting of stockholders.  The Company expects that Board members will attend the 2013 Annual Meeting of Stockholders if possible.  Six members of the Board attended the 2012 Annual Meeting of Stockholders in person or telephonically.

Corporate Governance Guidelines

Our Corporate Governance Guidelines consist of a set of principles under which Polypore is governed.  Since the Board is charged with ultimate governance of the Company, the guidelines principally address the Board’s governance role and functions.  These topics include:

·                   Director qualifications;

·                   Director compensation; and

·                   Director orientation and continuing education.

The Board periodically reviews our Corporate Governance Guidelines and, from time to time, revises them in response to changing regulatory requirements, evolving best practices and input from our stockholders and other constituents.  Our Corporate Governance Guidelines are published on our website at http://investor.polypore.net/governance.cfm .

Polypore Corporate Governance Website

In addition to our Corporate Governance Guidelines, other information relating to corporate governance at Polypore is available on our website, including information relating to:

·                   The members of the Board;

·                   Our Board committees, including their charters and current members;

·                   Polypore’s Code of Business Conduct and Ethics, as applicable to the Board, our officers, including our Chief Executive Officer and Chief Financial Officer, and all other employees of the Company and its subsidiaries;

·                   How to communicate with members of the Board; and

·                   Investor Frequently Asked Questions.

We will provide copies of any of the foregoing information without charge upon written request to Polypore International, Inc., Investor Relations, 11430 N. Community House Road, Suite 350, Charlotte, North Carolina 28277-1591.

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Governance Information

Director Independence

A majority of the members of the Board and the entirety of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be “independent” in accordance with the listing standards of the NYSE.  Although there is no such requirement for the Executive Committee, the majority of the members of the Executive Committee are independent.  The Board, on an annual basis, reviews the independence of all Board members, affirmatively makes a determination as to the independence of each Board member and discloses those determinations.  For a Board member to be independent (each, an “Independent Director”), the Board must affirmatively determine that, in its business judgment, the Board member has no material relationship with the Company, except as a Board member.  In making that determination, the Board adheres to the independence requirements of the NYSE.  One of the factors considered by both the Nominating and Corporate Governance Committee and the Board in their recommendation or approval of director nominees is their potential status as an Independent Director.  Board members or director nominees who are determined to be independent either meet or exceed the independence test of the NYSE rules, including the requirement that Independent Directors cannot have any material relationship (as described in the NYSE rules) with the Company other than as a director.

In addition to the independence standards set forth above, members of the Audit Committee and Compensation Committee are subject to heightened standards of independence.  All members of the Audit Committee must be “independent” as such term is defined under SEC Rule 10A-3.  All members of the Compensation Committee must meet the independence requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and SEC Rule 16b-3.

The Nominating and Corporate Governance Committee reviewed the applicable standards for Board member and Board committee member independence and our Director Qualification Standards.  On the basis of this review, the Nominating and Corporate Governance Committee made recommendations to the full Board and the Board made its Board member, director nominee and committee member independence determinations based upon the Nominating and Corporate Governance Committee’s recommendations and the supporting information.

As a result of this review, the Board affirmatively determined that all of the members of the Board are Independent Directors except for Robert B. Toth.  Mr. Toth is not an Independent Director because of his employment as Chief Executive Officer of the Company.  All of the members of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee are Independent Directors.  The Board determined in connection with the 2012 Annual Meeting that Kevin J. Kruse, who resigned from the Board as of the date of the 2012 Annual Meeting, and Nicholas W. Howley, who resigned from the Board on October 30, 2012, were each Independent Directors.

Criteria for Board Membership

The Nominating and Corporate Governance Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in identifying and soliciting candidates with those qualifications.

In addition, the Board has adopted a formal set of categorical Director Qualification Standards (which are set forth in Polypore’s Corporate Governance Guidelines) that the Nominating and Corporate Governance Committee uses in its recruitment, review and recommendation to the Board of director nominees, and that the Board uses in its assessment and ultimate approval of director nominees recommended by the Nominating and Corporate Governance Committee.  The Director Qualification Standards include the following:

·                   Each director should bring to the Company a range of skill, experience, knowledge and judgment.  It is not the duty of a director to represent a particular constituency, but to act in favor of the Company and its stockholders.

·                   Directors should demonstrate competence in one or more of the following areas: accounting or finance, business or management experience or knowledge, industry knowledge or experience, crisis

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management or leadership and strategic planning.  The Board as a whole should be competent in substantially all of these areas.  Each member should be able to provide a useful perspective on significant risks and competitive challenges facing the Company.

·                   Directors should be active.  They should maintain an attitude of constructive skepticism and participate in corporate affairs by asking questions that require accurate, honest responses.  They should thoroughly evaluate and respond to communications from management.

·                   Directors must act with integrity and be committed to the Company, its business plans and long-term stockholder value.

As part of the Nominating and Corporate Governance Committee’s assessment of a prospective director nominee’s skill, experience, knowledge and judgment, the Committee considers diversity of background and personal experience.  In this context, diversity may encompass a number of different factors including a director nominee’s educational and professional history, community or public service, expertise or knowledge base, race, ethnicity, gender, geographic residency and/or other tangible and intangible aspects in relation to the characteristics of current directors and other prospective director nominees.  The Nominating and Corporate Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director nominees, and a nominee’s background and personal experience, while important, does not necessarily outweigh other attributes or factors the Committee may consider.  The Committee considers a director nominee’s background and personal experience as a factor in its goal to create and maintain a Board that will meet the needs of the Company’s various stakeholders.

In addition, pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee considers whether or not the candidate can be considered by the Board as an Independent Director (see “ Director Independence ” above) and the number of other boards of public companies on which a candidate serves.

See “ Biographical Information of Our Directors and Executive Officers and Director and Director Nominee Qualifications ” in the “ ITEM 1—Election of Directors ” section of this Proxy Statement for the particular experience, qualifications, attributes and skills that led the Board to conclude that each director and director nominee is qualified to serve as a Board member.

The Nominating and Corporate Governance Committee considers candidates for the Board suggested by our stockholders, provided that the recommendations are made in accordance with the procedures required under our Bylaws and described in this Proxy Statement under the heading “ Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders .”  Stockholder nominees for the Board whose nominations comply with these procedures and who meet the criteria outlined above, in the Nominating and Corporate Governance Committee’s Charter and in our Corporate Governance Guidelines, will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Committee’s nominees for the Board.

The full text of our Director Qualification Standards can be found in Polypore’s Corporate Governance Guidelines, which are published on our website at http://investor.polypore.net/governance.cfm .

Communications with Directors

Stockholders and other interested parties may communicate with the Chairman of the Board, the Lead Independent Director and any other member of the Board, including non-management directors and the members of our Board committees, on Board-related issues by directing the communication to such members or committees c/o Company Secretary, Polypore International, Inc., 11430 N. Community House Road, Suite 350, Charlotte, North Carolina 28277-1591.

Relevant communications are distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.  In that regard, certain items that are unrelated to the duties and responsibilities of the Board will be excluded, such as:

·                   Business solicitations or advertisements;

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·                   Junk mail and mass mailings;

·                   New product suggestions;

·                   Product complaints;

·                   Product inquiries;

·                   Resumes and other forms of job inquiries;

In each case, any communication that is filtered out must be made available to any outside director upon request.

Polypore Code of Business Conduct and Ethics

Members of the Board and all of our employees, including our Chief Executive Officer and Chief Financial Officer, are required to abide by Polypore’s Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner.  This policy forms the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and the high integrity level of our employees.  Our policies and procedures cover all areas of professional conduct, including conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of Polypore’s Code of Business Conduct and Ethics.  In addition, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters, in accordance with the Sarbanes-Oxley Act of 2002.

The full text of the Code of Business Conduct and Ethics is published on our website at http://investor.polypore.net/governance.cfm.   We will disclose any future amendments to, or waivers from, these ethical policies and standards for senior officers and directors on our website within four business days following the date of such amendment or waiver.

Board and Committee Membership

Our business, property and affairs are managed under the direction of the Board.  Members of the Board are kept informed of our business through discussions with our Chief Executive Officer and other senior officers, by reviewing materials provided to them, by visiting our offices and plants and by participating in meetings of the Board and its committees.

During 2012, the Board met six times and maintained four standing committees.  Those committees consisted of an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and an Executive Committee.  Each of our incumbent directors attended at least 75% of the regularly scheduled and special meetings of the Board and meetings of the Board committees on which they served in 2012, with the exception of Christopher Kearney, who was appointed to the Board of Directors on October 30, 2012, but was able to attend only one of the two meetings of the Board and the Board committee on which he serves due to a previously scheduled commitment.

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The table below provides 2012 membership and meeting information for each of the Board committees.

(1)                                  Audit Committee Financial Expert

(2)                                  Committee Chair

The Audit Committee

Polypore has a standing Audit Committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Audit Committee is governed by a Board-approved charter stating its responsibilities.  Under its charter, the Audit Committee is responsible for reviewing the adequacy and effectiveness of internal controls over financial reporting with Polypore’s independent registered public accounting firm, internal auditors and Company management.  The Committee reviews and consults with management, the internal auditors and the independent registered public accounting firm on matters related to the annual audit, the published financial statements, earnings releases and the accounting principles applied.  The Committee is directly responsible for the compensation, retention and oversight of the Company’s independent registered public accounting firm and evaluates the independent registered public accounting firm’s qualifications, performance and independence.  The Committee reviews reports from management relating to the status of compliance with laws, regulations and internal procedures.

The Committee is also responsible for reviewing and discussing with management the Company’s policies with respect to risk assessment and risk management and reviewing related person transactions.  See “ Risk Oversight ” in the “ Role and Composition of the Board of Directors and its Committees ” section of this Proxy Statement.  See also “ RELATED PERSON TRANSACTIONS AND INDEMNIFICATION .”

The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm.  The Audit Committee has also established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company (See “ Polypore Code of Business Conduct and Ethics ” in the “ Governance Information ” section of this Proxy Statement).  Further detail about the role of the Audit Committee may be found in the section entitled “ Audit Committee Report ” later in this Proxy Statement.

The Board has determined, based on the review and recommendation of the Nominating and Corporate Governance Committee, that Audit Committee members Messrs. Flynn and Dries are “audit committee financial experts” for purposes of the SEC’s rules.  The Board has also determined, based on the review and recommendation of the Nominating and Corporate Governance Committee, that each of the members of the Audit Committee

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(i) meets the heightened independence requirements of SEC Rule 10A-3 applicable to Audit Committee members,

(ii) is “financially literate” in accordance with the listing standards of the NYSE, and (iii) is an Independent Director.

A copy of the Audit Committee Charter is available on our website at  http://investor.polypore.net/governance.cfm.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is governed by a Board-approved charter stating its responsibilities.  Under the terms of its charter, the Nominating and Corporate Governance Committee is responsible for matters of corporate governance and matters relating to the practices, policies and procedures of the Board.  This includes developing criteria for Board membership and recommending and recruiting director candidates.  The Committee also considers possible conflicts of interest of Board members and senior officers and monitors the functions of the various committees of the Board.

The Nominating and Corporate Governance Committee advises on the structure of Board meetings and recommends matters for consideration by the Board.  The Committee is directly responsible for overseeing the evaluation of the Board and its committees and reviewing the Director Qualification Standards.  It also assists management by reviewing succession plans for elected corporate officers.

A copy of the Nominating and Corporate Governance Committee Charter is available on our website at http://investor.polypore.net/governance.cfm.

The Board has determined that each of the members of the Nominating and Corporate Governance Committee is an Independent Director.

The Compensation Committee

The Compensation Committee is governed by a Board-approved charter stating its responsibilities.  Under the terms of its charter, the Compensation Committee administers the Company’s executive compensation program and reviews director compensation.  The Committee also oversees Polypore’s compensation and benefit plans and policies, administers its stock plans (including a review of equity grants to officers) and reviews and approves at least annually all compensation decisions relating to executive officers, including those for the Chief Executive Officer and the other executive officers named in the Summary Compensation Table.  The Compensation Committee also reviews and considers the Company’s compensation policies and practices for all of its employees for the purpose of identifying any material risks.

The Compensation Committee can delegate its authority under its charter to subcommittees of the Compensation Committee in its discretion, as long as the actions taken by such subcommittees are not inconsistent with the obligations and responsibilities of the Compensation Committee.

In addition to reviewing executive officer compensation information for companies that share industry or financial characteristics with the Company to better understand the marketplace, the Compensation Committee considers recommendations from the Chief Executive Officer regarding compensation for those executives reporting directly to him as well as other officers, and approves compensation for such officers.  Management provides to the Committee historical and prospective breakdowns of the total compensation components for each executive officer.

The Board has determined that each of the members of the Compensation Committee is an Independent Director.  In addition, each Committee member is a “non-employee” director as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m) of the Code.

Polypore’s corporate human resources department supports the Compensation Committee in its work.  In addition, the Committee has sole and absolute authority to engage the services of outside advisors, experts and others to assist the Committee.

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A copy of the Compensation Committee Charter is available on our website at  http://investor.polypore.net/governance.cfm.

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(6)                             Includes 70,582 shares of common stock held by the Robert B. Toth Revocable Trust and 658,134 shares of common stock subject to options held by the Robert B. Toth Revocable Trust, exercisable within 60 days of March 25, 2013.

Certain Beneficial Owners

The following table describes, as of March 25, 2013, the persons known by us to be beneficial owners of more than five percent of Polypore’s common stock.  Each person named in the table has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.

(1)                      Janus Capital Management LLC (“Janus Capital”), 151 Detroit Street, Denver, Colorado, 80206, is a registered investment adviser under Section 8 of the Investment Company Act.  As a result of its role as investment adviser or sub-adviser to its managed portfolios, including Janus Triton Fund, Janus Capital is the beneficial owner of 5,183,342 shares of Polypore common stock and has the sole power to vote and dispose of all 5,183,342 shares.  Janus Triton Fund is the beneficial owner of 2,736,639 shares.  This information is based on Amendment No. 1 to Schedule 13G filed by Janus Capital on March 11, 2013.

(2)                      Wellington Management Company, LLP (“Wellington Management”), 280 Congress Street, Boston, MA  02210, and an investment adviser registered under the Investment Company act, reported on Schedule 13G filed by Wellington Management on February 14, 2013, that it is the beneficial owner of an aggregate of 5,112,798 shares of Polypore common stock as a result of it acting as an investment advisor to clients of Wellington Management.  Wellington Management has shared power to vote 3,661,217 shares and shared power to dispose of all 5,112,798 shares.

(3)                      Capital Research Global Investors (“CRGI”), a division of Capital Research and Management Company (“CRMC”), 333 South Hope Street, Los Angeles, California  90071, reported on Schedule 13G filed by CRGI on February 11, 2013, that it is the beneficial owner of an aggregate of 5,068,000 shares of Polypore common stock as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act.  CRGI has sole voting and dispositive power over the shares.

(4)                      Longview Asset Management, LLC (“Longview”) 222 North LaSalle Street, Suite 2000, Chicago, Illinois 60601, an investment portfolio manager for its clients, holds sole voting and dispositive power over the shares held in its clients’ securities accounts, and accordingly, is deemed to be a beneficial owner of 3,525,581 shares of Polypore common stock.  Longview is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”).  Geoffrey F. Grossman, not individually but solely as Trustee of the Edward Memorial Trust (“Grossman”), c/o Seyfarth Shaw LLP, 131 South Dearborn Street, Suite 2400, Chicago, Illinois  60601, reports beneficial ownership of 3,525,581 shares of Polypore common stock by virtue of its power to manage and control the business and

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affairs of Longview.  Both Longview and Grossman reported beneficial ownership of the same shares.

The information above is based on the Schedule 13G filed by Longview and Grossman on February 6, 2013.

(5)                      Wasatch Advisors, Inc., 150 Social Hall Avenue, Salt Lake City, Utah 84111, is the beneficial owner of 3,002,384 shares of Polypore common stock, and has the sole power to vote and dispose of all 3,002,384 shares.

(6)                      The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19335, is the beneficial owner of 2,496,665 shares of Polypore common stock, and has the sole power to vote 34,234 shares and the sole power to dispose of 2,464,531 shares.  Vanguard has the shared power to dispose of 32,134 shares, together with Vanguard Fiduciary Trust Company, which is the beneficial owner of 32,134 shares of Polypore common stock and is a wholly owned subsidiary of Vanguard, and Vanguard Investments Australia, Ltd., which is the beneficial owner of 2,100 shares of Polypore common stock and is a wholly-owned subsidiary of Vanguard.

(7)                      Generation Investment Management LLP, 20 Air Street, 7 th  Floor, London W1B 5AN, United Kingdom, is the beneficial owner of 2,373,174 shares of Polypore common stock, and has the sole power to vote 1,658,842 and the sole power to dispose all 2,373,174 shares.

(8)                      Waddell & Reed Financial, Inc. (“WDR”) is the parent company of Ivy Investment Management Company (“IICO”) and Waddell & Reed Financial Services, Inc. (“WRFSI”).  WRFSI is the parent company of Waddell & Reed, Inc. (“WRI”), which is the parent company of Waddell & Reed Investment Management Company (“WRIMCO”).  IICO and WRIMCO are registered investment advisers under the Investment Advisers Act.  WDR, through its control of WRFSI, WRI, IICO, and WRIMCO has sole power to vote and to dispose of the 2,306,215 shares owned by the funds.

The information above is based on the Schedule 13G filed by WDR, WRFSI, WRI, IICO and WRIMCO on February 7, 2013.  The address of WDR, WRFSI, WRI, IICO and WRIMCO and their subsidiaries, unless otherwise specified above, is 6300 Lamar Avenue, Overland Park, Kansas  66202.

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PROPOSALS REQUIRING YOUR VOTE

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David A. Roberts, Director, Class III.   Mr. Roberts, 65, joined the Board in July 2011.  Since 2007, Mr. Roberts has served as the Chairman, President and Chief Executive Officer of Carlisle Companies, Inc., a diversified manufacturing company. He previously served as the Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007.  He also currently serves as a director for Franklin Electric Co., Inc., a water and fueling system manufacturer.  Mr. Roberts received a Bachelor of Science with distinction in Technology from Purdue University in 1974 and a Masters in Business Administration from Indiana University in 1978.    Mr. Roberts’s extensive experience in senior management of multinational companies, his expertise in the industrial and manufacturing sectors, his membership on various public company boards and his financial acumen led the Board to conclude that he is qualified to serve as a Board member.

Robert B. Toth, President, Chief Executive Officer and Chairman of the Board, Class III.     Mr. Toth, 52, became the Company’s President, Chief Executive Officer and a director on July 6, 2005.  Mr. Toth was named Chairman of the Board on July 11, 2011.  Mr. Toth also currently serves as a director for Materion Corporation, an integrated producer of high performance advanced engineered materials used in a variety of electrical, electronic, thermal and structural applications.  Mr. Toth previously was Chief Executive Officer and President of CP KelcoApS, a leading global manufacturer of hydrocolloids, with more than 2,000 customers in over 100 countries and facilities in North America, Europe, Asia and Latin America.  Prior to joining CP Kelco in June 2001, he spent 19 years at Monsanto, a multinational biotechnology company, and Solutia Inc., a materials and specialty chemicals manufacturer (“Solutia”), in roles of increasing responsibility, most recently as Vice President and General Manager of the Resins and Additives division of Solutia.  Mr. Toth earned a B.S. degree in Industrial Management from Purdue University, and an M.B.A. from the John M. Olin School of Business at Washington University in St. Louis, Missouri.  Mr. Toth’s extensive experience in leading corporations in the manufacturing and specialty materials sector, including his knowledge and skills in senior management, finance and operations of the Company, among other attributes, led the Board to conclude that he is qualified to serve as a Board member.

Current Members of the Board of Directors
Not Standing for Re-Election at the 2013 Annual Meeting

Michael Graff, Lead Independent Director, Class I.     Mr. Graff, 61, joined the Board and became its Chairman in 2004.  In 2011, the Company combined the roles of Chairman of the Board and Chief Executive Officer and named Mr. Graff as the Lead Independent Director.  Mr. Graff has served as a member and managing director of Warburg Pincus LLC and a general partner of Warburg Pincus & Co. since October 2003 and served as an advisor to Warburg Pincus LLC from July 2002 until October 2003.  Before working with Warburg Pincus LLC, Mr. Graff spent six years with Bombardier, a transportation equipment manufacturer, first as President of Business Aircraft and later as President and Chief Operating Officer of Bombardier Aerospace Group.  Prior to joining Bombardier, Mr. Graff spent 15 years with McKinsey & Company, Inc., a management consulting firm, as a partner in the New York, London and Pittsburgh offices.  Mr. Graff is a director of Builders FirstSource, Inc., a building products manufacturer, and TransDigm Group Inc. (“TransDigm”), a producer of aircraft components.  Mr. Graff received an A.B. degree in economics from Harvard College and an M.S. degree in Management from M.I.T.  Mr. Graff’s extensive experience with companies in the transportation and industrial sectors and as a member of various public company boards, among other attributes, led the Board to conclude that he is qualified to serve as a Board member and as the Lead Independent Director.

Christopher J. Kearney, Director, Class I.   Mr. Kearney, 57, has been a member of the Board since October 30, 2012.  Mr. Kearney is Chairman, President and Chief Executive Officer of SPX Corporation, a global provider of highly engineered products and technologies for the power and energy, and food and beverage markets. He was named President and Chief Executive Officer and a director of SPX in December 2004, and was appointed Chairman of SPX in May 2007. He joined SPX in February 1997 as Vice President, Secretary and General Counsel. Prior to joining SPX, from 1995 to 1997, he was Senior Vice President and General Counsel of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components and electronic systems.  His business experience also includes positions at Borg-Warner Chemicals as Senior Attorney and Senior Counsel at General Electric’s global materials business. Mr. Kearney received an undergraduate degree in Government from the University of Notre Dame in 1977 and a law degree from DePaul University Law School in 1981. Mr. Kearney is a Member of the Advisory Council for University Libraries, University of Notre Dame, and serves on the Board of

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Directors of the Foundation For The Carolinas.  Mr. Kearney is also a director of Nucor Corporation, a steel manufacturing company.  Mr. Kearney’s extensive multi-industry leadership experience, expertise in corporate legal matters and global strategy, and his mergers and acquisitions and financing experience, among other attributes, led the Board to conclude that he is qualified to serve as a Board member.

William Dries, Director, Class II.     Mr. Dries, 61, became a director on September 26, 2007.  Mr. Dries served as Senior Vice President and Chief Financial Officer of EnPro Industries, Inc. (“EnPro”), an engineered industrial products manufacturer, prior to his retirement in 2011.  Before assuming his role at EnPro in June 2002, Mr. Dries was affiliated with EnPro and Goodrich Corporation, the former parent company of EnPro, from September 2001.  From 1985 until 2001, Mr. Dries was employed by United Dominion Industries Limited, a machine and instrument manufacturer, where he was Senior Vice President and Chief Financial Officer, having previously served as Manager of Accounting and Senior Vice President of Finance and Controller.  A certified public accountant, Mr. Dries was an audit principal for Ernst & Young in New York for 11 years before joining United Dominion.  Mr. Dries is a director of TransDigm, a producer of aircraft components.  Mr. Dries received his B.S. degree in Business Administration and an M.B.A. from Rutgers University.  Mr. Dries’s financial acumen and extensive experience working with companies in the industrial sector, among other attributes, led the Board to conclude that he is qualified to serve as a Board member.

Frederick C. Flynn, Jr., Director, Class II.     Mr. Flynn, 62, joined the Board and became chair of the Audit Committee as of June 27, 2007.  Mr. Flynn most recently served as the Director of Administration for the City of Stamford, Connecticut, before his retirement in 2011.  Prior to that, Mr. Flynn was the Executive Vice President—Finance and Administration and Chief Financial Officer of Kionix, Inc., an inertial sensor manufacturer, from November 2007 through 2008.  From January 1999 through September 2005, Mr. Flynn was a director and served as Senior Vice President—Finance & Administration and Chief Financial Officer of CUNO.  From January 1997 through 1998, Mr. Flynn served as Senior Vice President—Finance and Chief Financial Officer of GE Capital Information Technology Solutions, a computer systems distributor and service provider.  In 1996 he was Senior Vice President—Finance of National Medical Care, Inc., a healthcare services provider, and from 1979 to 1995 he was with United Technologies Corporation, a global diversified industrial corporation, the last six years as Vice President—Treasurer.  Mr. Flynn was a director and chair of the audit committee of ATMI, Inc., a supplier of materials to microelectric products manufacturers, from December 2005 until May 2010.  Mr. Flynn holds a B.S. degree in Economics from Boston College and an M.B.A. from the University of Connecticut.  Mr. Flynn’s financial acumen and extensive experience with technology companies and in government, among other attributes, led the Board to conclude that is qualified to serve as a Board member.

Michael Chesser, Director, Class II.   Mr. Chesser, 64, joined the Board on May 9, 2012.  Mr. Chesser currently serves as Chairman of the Board of Directors of Great Plains Energy, Incorporated (“Great Plains Energy”), a holding company of Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company, both electric utilities, a position he has held since October 2003.   In addition to his position as Chairman, Mr. Chesser served as the Chief Executive Officer of Great Plains Energy from 2003 until 2012.  Prior to joining Great Plains Energy, he was Chairman and Chief Executive Officer of United Water, which owns and operates several regulated water utilities along with its contract operations.  Before serving at United Water, Mr. Chesser was President and Chief Executive Officer at GPU Energy, an electric utility serving New Jersey and Pennsylvania.  Prior to that, Mr. Chesser was Chairman and Chief Executive Officer at Itron, Inc., a global technology company, from 1999 to 2000, and President and Chief Operating Officer at Atlantic Energy, Inc., a natural gas provider, from 1996 to 1998.  Mr. Chesser began his career in the utility industry at Baltimore Gas and Electric.  Mr. Chesser holds a B.S. degree in Aerospace Engineering from the Georgia Institute of Technology and a M.B.A. in Finance from Loyola College, Baltimore; and is a graduate of the Advanced Management Program at Harvard University.  Mr. Chesser has taken a national role in the research and development of energy technologies as past chairman of the Electric Power Research Institute’s (EPRI) board of directors. He is currently a member of the board of directors of the Edison Electric Institute (EEI).  Mr. Chesser’s extensive experience in energy technologies and public electrical and water utilities along with his financial acumen, among other attributes, led the Board to conclude that he is qualified to serve as a Board member.

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Executive Officers

Robert B. Toth, President, Chief Executive Officer and Director.     See above in “ Nominees for Election to the Board of Directors at the 2013 Annual Meeting ” for Mr. Toth’s biographical information.

Lynn K. Amos, Chief Financial Officer, Treasurer and Secretary.     Mr. Amos, 47, has served as our Chief Financial Officer since February 2002.  Prior to his current role, Mr. Amos served as Director of Corporate Development and Corporate Controller at The InterTech Group (“InterTech”), a private holding company for a diverse group of businesses.  In these roles, Mr. Amos was directly involved in our financial and acquisition activities.  Prior to joining InterTech, Mr. Amos worked in a variety of financial roles at Umbro International, a sports apparel, footwear and equipment company, Reeves Industries, Inc., a diversified holding company, and PricewaterhouseCoopers LLP.  Mr. Amos holds a B.S. degree from Western Carolina University and is a Certified Public Accountant.

Phillip E. Bryson, President, Energy Storage—Transportation and Industrial.     Mr. Bryson, 43, was named President, Energy Storage—Transportation and Industrial on April 1, 2011.  Prior to his current role, Mr. Bryson served as Vice President, Strategic Planning and General Counsel since March 2010 and as General Counsel since July 2004.  Before joining the Company, Mr. Bryson served as General Counsel and Corporate Secretary for Polymer Group, Inc., a global manufacturer of non-woven fabrics, from March 2003 until July 2004.  He previously served as Deputy General Counsel at InterTech where he focused on merger and acquisition activity.  Mr. Bryson earned his B.S. degree in Finance and Business Economics from the University of South Carolina, and his J.D. from Columbia University School of Law in New York.

Pierre A. Hauswald, President, Daramic Asia.     Mr. Hauswald, 59, was named President, Daramic Asia on April 1, 2011.  Since joining Polypore in 1981, he has held several management positions of increasing responsibility, which included Quality Control Manager, Site Manager, Worldwide Manufacturing Manager, Vice President of Manufacturing and Engineering and, most recently, Vice President & General Manager of Energy Storage—Transportation and Industrial since June 2004.  Mr. Hauswald graduated from the Institut National des Sciences Appliques in Lyon as a Diplomed Engineer in Chemistry and Macro-molecules.

Mitchell J. Pulwer, President, Energy Storage—Electronics and EDVs.     Mr. Pulwer, 59, has served as President, Energy Storage—Electronics and EDVs since April 17, 2006.  On March 8, 2013, Mr. Pulwer announced that he would be retiring from his role as President, Energy Storage—Electronics and EDVs by the end of 2013 and would assist the Company in its search for and transition to his successor.  Mr. Pulwer previously served as Vice President and General Manager at Solutia from 2004 to 2006, where he led steady growth of the company’s $600 million interlayer film division.  Before that, he held roles of increasing responsibility in marketing, sales and business development in Solutia’s Saflex business, from 1997 to 2004.  In addition to an undergraduate degree in Chemistry, Mr. Pulwer has an M.B.A. from Washington University, St. Louis, Missouri, a Ph.D. in Organic Chemistry from the State University of New York-Buffalo and a Postdoctoral Fellowship at Yale University, New Haven, Connecticut.  He holds 16 patents and has been published in 14 technical publications.

Josef Sauer, President, Separations Media.     Mr. Sauer, 61, has served as President, Separations Media since June 1, 2006.  From July 2005 until joining Polypore, Mr. Sauer served as Business Director, Liquid Coating Resins & Additives (Europe, Middle East and Asia) for Cytec Surface Specialties, a global specialty chemicals and materials company, based in Brussels, Belgium.  From June 2003 to July 2005, Mr. Sauer served as Global Manager, Liquid Coating Resins for Surface Specialties UCB SA, a subsidiary of a multinational biopharmaceutical company, and from February 2003 to June 2003, he served as Business Director, Technical Products for Surface Specialties Germany GmbH & Co KG of the UCB-Group.  From July 2002 to February 2003, Mr. Sauer served as Business Director, Technical Products for Solutia and from January 2000 to July 2002, he served as Commercial Director and Director, Marketing Technical Service (Europe, Middle East and Africa), Resins and Additives for Solutia.  In addition to an undergraduate degree in Organic Chemistry, Mr. Sauer holds a Ph.D. in Organic Chemistry from University Dortmund, Dortmund, Germany.

Christopher J. McKee, General Counsel .     Mr. McKee, 47, was named Polypore’s General Counsel in January 2012.  Mr. McKee previously served as Interim General Counsel of the Company beginning in April 2011, and as Associate General Counsel beginning in June 2010.  Before that, he was a founding member and president of

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McKee and McKee, P.C. (formerly known as Townsend McKee, P.C.), Atlanta, Georgia, where he directed the firm’s corporate law and taxation practice beginning in November 1996.  Mr. McKee earned his B.S. degree in Science Education from Bob Jones University in Greenville, South Carolina and his J.D. degree from Columbia University School of Law in New York.

John J. O’Malley, Senior Vice President, Human Resources.     Mr. O’Malley, 57, has served as Senior Vice President, Human Resources since August 2005.  Mr. O’Malley previously served as Senior Vice President—Human Resources for Southfield, Michigan-based GST AutoLeather, an automotive leather manufacturer, from 2003 to 2005, for which he directed all human resources activities.  Before that, he held positions with increasing responsibility in human resources at several companies, including Certainteed Corporation, a building products manufacturer, Formica Corporation, a laminate and solid surface manufacturer, Clopay Corporation, a residential garage door and commercial sectional door manufacturer, and Solutia.  Mr. O’Malley has a B.A. degree in Psychology from Lafayette College in Easton, Pennsylvania, and is a graduate of the University of Michigan Senior Executive Human Resources Program.

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Generally, before an independent registered public accountant is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee.  Any subsequent changes in audit, audit-related, tax or other services to be provided by the independent registered public accountant due to changes in scope of work, terms, conditions or fees of the engagement must be pre-approved by the Audit Committee.  Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent registered public accountant and the Chief Financial Officer of the Company and must be consistent with applicable SEC regulations regarding auditor independence.

Prior to approving non-audit services, the Audit Committee considers whether those non-audit services are compatible with maintaining our principal independent registered public accounting firm’s independence.

During fiscal year 2012, all services were pre-approved by the Audit Committee in accordance with this policy and applicable SEC regulations.

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The Audit Committee has selected the Company’s independent registered public accounting firm.  Our Board has determined that Messrs. Flynn and Dries are “Audit Committee Financial Experts” under the requirements of the NYSE and the SEC.

The Audit Committee:

Frederick C. Flynn, Jr. (Chair)

William Dries

Charles L. Cooney

Michael J. Chesser

The Audit Committee Report does not constitute soliciting material, and will not be deemed to be filed or incorporated by reference into any other Polypore filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

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2012 COMPENSATION

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fully-diluted share, representing year-on-year declines in revenues, Adjusted EBITDA, and Adjusted EPS.  Despite the fact that this performance represented the second-best year in the Company’s history, it failed to meet the Company’s internal projections and targets established at the beginning of 2012.  Accordingly, in keeping with the Company’s philosophy of linking payment to performance, the Compensation Committee determined not to make any cash incentive payments to the Named Executive Officers and other senior management members, resulting in an average year-on-year decrease of cash compensation (salary plus annual cash incentive) for the Named Executives of 51.5%, with the compensation of the Company’s Chief Executive Officer declining by the greatest amount (57.0%).

The following graph and table compares the cumulative total shareholder return of our common stock for the periods indicated with the total return of the Russell 2000 Index and the Standard & Poor’s Index of Industrial Machinery Companies (“S&P Industrial Machinery Index”). The graph assumes $100 invested on December 31, 2007 in the Company, the Russell 2000 Index and the S&P Industrial Machinery Index. Total return represents stock price changes and assumes the reinvestment of dividends.

The table below compares the percentage growth of the Company’s one-,  three-, and five-year total shareholder returns (defined as the change in stock price, because the Company has not declared any dividends over

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the relevant time period)  through December 29, 2012, to the return of the Russell 2000 Index and the S&P Industrial Machinery Index over the same periods.

The following chart illustrates the Company’s Adjusted EBITDA over the last six years.

The Company’s annual incentive plan compares achieved Adjusted EBITDA performance against the internal target established by the Compensation Committee for the year to determine the funding of the annual incentive compensation pool for the Company’s employees, including its Named Executive Officers.  For 2012, the Company’s Adjusted EBITDA was $214.1 million, below the target of $296.0 million.  As a result, the Compensation Committee determined not to fund the incentive compensation pool.

In addition, in keeping with the Company’s past pattern of making equity grants periodically rather than annually, in 2012 the Compensation Committee did not issue any stock options or other long-term incentive compensation to the Named Executive Officers.  As a result of no bonuses being paid for 2012 and no equity grants being made during 2012, total overall compensation (salary, short-term incentive compensation, and long-term incentive compensation) for the Named Executive Officers, including the Company’s Chief Executive Officer, decreased significantly in 2012 as compared to 2011.

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Compensation Philosophy

In addition to the need to attract, motivate, and retain talented executives, our compensation program is specifically designed by the Compensation Committee to incentivize the Named Executive Officers to achieve short- and long-term performance goals consistent with the creation of long-term total stockholder value.  With this focus on performance-based compensation, we have historically paid our executives a base salary below the market median but have provided significant annual bonus opportunities to reward operating performance.  In addition, we believe that in order to align executives with the long-term goals of our stockholders, we should have competitive long-term equity incentive plans in place.  By levering our executive compensation towards at-risk, variable incentives that are often tied to performance metrics, we are continuing to implement a compensation philosophy that is focused on achieving short- and long-term performance and maximizing stockholder value.  Our Compensation Committee evaluates our compensation plan annually to establish the appropriate ratio between base salary, short-term annual incentive compensation, and long-term compensation.

In 2012, the Compensation Committee engaged PM&P to perform a thorough analysis of the Company’s executive compensation plan, to assist the Compensation Committee in refining the Company’s compensation philosophy, and to make recommendations regarding adjustments to the Company’s executive compensation program as appropriate.  For more details on PM&P’s analysis and recommendations, see the section below entitled, “ Compensation Consultant Recommendations and Changes for 2013 .”

Balancing Risk and Performance

The Polypore executive compensation program is designed to encourage and reward behavior that promotes sustainable growth in stockholder value and align executives with the long-term goals of our stockholders, while avoiding inappropriate risk-taking and conflicts of interest between the executives and the Company’s stockholders.  Accordingly, compensation risks are assessed and managed by the Compensation Committee appropriately in the context of our business strategies.  To further this objective, the Company has included the following in its compensation program:

·                   The majority of each executive’s total compensation over time is variable and depends on individual performance, Company performance or a combination of both;

·                   An annual incentive program based on the achievement of Company, business unit, and individual objectives;

·                   Long-term equity awards in the form of stock options that vest over time, and therefore provide compensation to the executive only when the Company’s stock price increases;

·                   Stock ownership guidelines that align the financial interests of the executives and the Company’s long-term investors; and

·                   A Compensation Committee composed of experienced, engaged and independent directors.

Stock Ownership Guidelines

Since 2011, the Company’s Stock Ownership and Retention Guidelines (the “Stock Ownership Guidelines”) have required the Company’s directors and members of senior leadership to maintain ownership of Company stock in the target dollar amounts listed below.  The Stock Ownership Guidelines encourage and reward behavior that promotes long-term sustainable growth in stockholder value by aligning the interests of the Company’s directors and executives with those of the Company’s stockholders.  The Stock Ownership Guidelines apply to all non-employee directors, all members of the Company’s senior leadership team (which includes all Named Executive Officers), and any other key employees that the Compensation Committee may identify from time to time (although no key employees other than the senior leadership team have been identified currently).  The Stock Ownership Guidelines establish the following target dollar amounts:

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The value of a director’s or executive’s holdings is based on the average closing price of a share of the company stock on the first ten trading days of each calendar year.  If the director’s or executive’s holdings meet the Target Dollar Amount at the beginning of the calendar year, the director or executive is considered to have met the Target Dollar Amount for the remainder of the year.  The Compensation Committee encourages each director or executive to achieve the specified Target Dollar Amount of share ownership within five years of the later of the adoption of the guidelines or his or her appointment or election.  Until the director or executive has attained the specified Target Dollar Amount, he or she is required to retain all of the net shares received as a result of the exercise of stock options, payout of performance shares, or vesting of time-based restricted stock.  Net shares are those equity award shares that remain after shares are sold or netted to pay any applicable exercise price or taxes.  Shares owned directly, shares owned indirectly through a spouse, sibling, or family trust, shares owned through a company sponsored savings plan, and the net value of vested stock options and vested restricted stock are counted as shares owned for purposes of determining whether the Target Dollar Amount has been reached.  The Stock Ownership Guidelines apply until each director or executive resigns or retires, except that, for a director or executive who has reached age 60, the Target Dollar Amount is reduced by 10% each year for five years to allow for diversification of the director’s or executive’s portfolio.

As of January 1, 2013, all of the Named Executive Officers have attained the applicable Target Dollar Amount.  All of the other senior leadership team members have attained the applicable Target Dollar Amount with the exception of Chris McKee, who has five years to achieve the target from January 26, 2012, the date he was appointed as a senior leadership team member.  All of the non-employee directors have attained the applicable Target Dollar Amount with the exception of David Roberts, who has five years from October 18, 2011, the date of the adoption of the guidelines; Michael Chesser, who has five years from May 9, 2012, the date he became a board member; and Christopher Kearney, who has five years from October 30, 2012, the date he became a board member, to meet the Target Dollar Amount of the Stock Ownership Guidelines.

Role of the Compensation Committee

The Compensation Committee is responsible for determining the Company’s compensation and benefit plans generally, and establishes and reviews all compensatory plans and arrangements with respect to the Named Executive Officers.  In addition to other meetings throughout the year, the Compensation Committee meets early in each fiscal year to evaluate the achievement of performance goals for the prior fiscal year, set new performance goals for the current fiscal year and consider compensation adjustments.  The Compensation Committee also meets periodically to discuss compensation-related matters as they arise during the year.

In 2010, the Compensation Committee engaged Veritas Executive Compensation Consultants, LLC (“Veritas”) to perform a thorough compensation study and review of the Company’s base salary, total cash compensation and total direct compensation.  For 2012, the Compensation Committee relied primarily on the analysis performed by Veritas in its 2010 study to establish the 2012 base salary increases for executives.  No changes were made to short-term incentive compensation targets and no equity grants were made to the Company’s Named Executive Officers in 2012.

In 2012, the Compensation Committee engaged Pearl Meyer & Partners as its independent compensation consultant to perform a detailed study and review of the Company’s executive compensation philosophy and

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practices.  Based on the results of the study and review, in early 2013, the Compensation Committee approved certain changes to the Company’s executive compensation practices to allow the Company to attract and retain quality executives and to strengthen the correlation between executive compensation and total shareholder return.  PM&P provides no other services to the Company.  The Compensation Committee has assessed the independence of PM&P and concluded that no conflict of interest exists that would prevent PM&P from independently representing the Compensation Committee.  For more details on PM&P’s analysis and recommendations, see the section below entitled, “ Compensation Consultant Recommendations and Changes for 2013 . ”

Components of Compensation for 2012

For 2012, the compensation provided to the Named Executive Officers consisted of the same elements generally available to our non-executive employees, including base salary, annual cash bonus, equity-based compensation and benefits, along with other perquisites provided on a case-by-case basis, each of which is described in more detail below.  The mix of cash- and equity-based compensation, as well as the relationship of fixed to performance-based compensation, results in weighting executive compensation more heavily towards non-guaranteed variable incentives.

Base Salary

The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.  Base salary for our Chief Executive Officer is set by the Compensation Committee effective January 1 of each year and for all other Named Executive Officers effective as of the payroll period closest to April 1 of each year.  Our Chief Executive Officer provides recommendations to the Compensation Committee for each Named Executive Officer other than himself.  In making his recommendations, the Chief Executive Officer, in conjunction with the Senior Vice President, Human Resources, reviews compensation surveys published by Towers Watson and Mercer in order to have a better understanding of market compensation.  In determining base salary for any particular year, the Committee considers, in addition to the Chief Executive Officer’s recommendations, individual performance for the prior year, the ratio of fixed compensation to overall compensation, and changes in the cost of living during the prior year.  The Committee also considers from time to time whether to engage the services of an independent compensation consultant.  As discussed in “ Role of the Compensation Committee ” above, Polypore engaged Veritas in 2010 to provide a thorough compensation review of the Company’s base salary, total cash compensation and total direct compensation.  In 2012, the Compensation Committee relied on the results of the Veritas 2010 study to establish the increases in base salary from 2011 to 2012.

Annual Incentive Bonuses

Annual incentive bonuses are intended to compensate executives for achieving our annual financial goals at corporate and business unit levels and for achieving measurable individual annual performance objectives.

The size of the annual incentive bonus pool is determined by a formula based on achievement of target levels of Company Adjusted EBITDA, but can be adjusted up or down in the discretion of the Compensation Committee based on Company performance. The formula and the target Adjusted EBITDA level are established by the Compensation Committee at the beginning of each calendar year.  The Compensation Committee seeks to set the target Adjusted EBITDA level at a challenging, yet achievable figure.

During its January 2012 meeting, the Compensation Committee established $296.0 million as the target Adjusted EBITDA for funding the annual incentive bonus pool for fiscal year 2012.  The actual Adjusted EBITDA performance for fiscal year 2012 was $214.1 million, significantly below the target Adjusted EBITDA of $296.0 million.  Because the Company’s 2012 performance did not meet the threshold Adjusted EBITDA for funding the incentive bonus pool based on the funding curve established at the beginning of 2012, the Compensation Committee met in February 2013 and determined that the incentive bonus pool would not be funded, and no incentive bonus would be paid to any of the Company’s senior executives, including the Named Executive Officers.

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In each year in which incentive bonuses are paid, the size of the annual incentive bonus for each individual Named Executive Officer may be impacted by the Named Executive Officer’s performance relative to his individual goals and objectives.  At the beginning of each year, the Chief Executive Officer, in consultation with the Compensation Committee and the Named Executive Officer, reviews and approves the goals and objectives for each Named Executive Officer other than himself.  These goals vary from year to year, are individualized to each Named Executive Officer’s business unit or department, and include both business unit and individual goals. Those metrics include, as applicable to each individual, items such as business unit Adjusted EBITDA, environmental safety and health performance, revenue growth, profitability, cash generation, strategic initiatives, market expansion, people management and development, labor relations, SOX compliance, supply chain management, and customer relations.  Shortly after the end of the calendar year, the CEO, in consultation with the Compensation Committee, reviews each Named Executive Officer’s performance relative to his individual bonus metrics established at the beginning of the year.  The actual bonus amount for each Named Executive Officer is then determined by the Compensation Committee, with input from the CEO for all Named Executive Officers other than himself, based on the relative size of the annual incentive bonus pool as it relates to target, business unit performance relative to the other business units, and the individual Named Executive Officer’s performance with respect to his individual goals.

For 2012, the Compensation Committee established the following targets for Named Executive Officers’ annual incentive bonuses.  These targets were unchanged from prior years’ targets:

Although there is no set formula for determination of the Named Executive Officers’ bonus amount, the primary factor in the Compensation Committee’s determination is the size of the Company’s annual bonus pool, with the secondary factors of relative business unit performance and performance with respect to individual goals being used in the discretion of the Compensation Committee to adjust the size of the individual Named Executive Officer’s bonus amount.  For 2012, the Compensation Committee did not fund the incentive bonus pool, based on the Company’s performance.

For 2012, Mr. Toth’s individual performance goal metrics included Adjusted EBITDA, revenue growth, and profitability measured on an enterprise-wide level.  Mr. Amos’ performance goal metrics included management of capital spending, cash management, SOX compliance, and financial risk management.  Mr. Bryson’s performance goal metrics included revenue growth, profitability, and market share growth in the Energy Storage — Transportation and Industrial business segment, as well as specific goals related to growth of the business segment in Asia.   Mr. Pulwer’s performance goal metrics included revenue growth, profitability, and market share growth in the Energy Storage — Electronics and EDVs segment, as well as specific goals related to the effective operation of the segment’s manufacturing facility in Concord, North Carolina, profitability of the segment’s Korea facility and growth in the electric drive vehicle market.  Mr. Sauer’s performance goal metrics included revenue growth, profitability, and market share growth in the Separations Media segment, as well as specific goals related to the growth of the segment’s industrial filtration business line and start-up of the medical modules business.

Long-term Equity Compensation

Through the end of 2012, all of the long-term equity incentives granted to Named Executive Officers have been in the form of stock options, which we believe has provided an effective incentive with respect to Company performance and an effective retention mechanism as a result of the applicable vesting mechanics of the awards.  The number of options granted to each executive was determined by the Compensation Committee and was primarily based upon the executive’s relative position within the Company as well as the executive’s contribution to the Company’s operating results and his expected future contribution.

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During fiscal year 2007, we adopted our 2007 Stock Incentive Plan to give more flexibility to the Compensation Committee by allowing grants of a wide variety of equity awards to our key employees, directors and consultants, including nonqualified stock options, shares of restricted stock and other awards that are valued by reference to, or otherwise based on, the fair market value of our common stock.  In addition, our 2007 Stock Incentive Plan provided greater flexibility to the Compensation Committee in setting vesting schedules of awards.  This plan is intended to advance the Company’s compensation objectives set forth in the “ Compensation Philosophy ” section above while giving the Compensation Committee more flexibility in choosing how to achieve our goals.  The 2007 Stock Incentive Plan replaced our 2006 Stock Option Plan, and no future grants will be made under the 2006 Stock Option Plan.  Option grants were made in 2009 to the Named Executive Officers under the 2007 Stock Incentive Plan that vested a third each year, with the final third vesting on May 29, 2012.

No stock option grants were made to the Named Executive Officers in 2010.

In 2011, the Compensation Committee awarded time-vested stock option grants to the Named Executive Officers and other members of senior management of the Company under the amended and restated 2007 Stock Incentive Plan.  The Compensation Committee determined that the grant of options was advisable at this time to retain and motivate key employees and to align more closely the interests of senior management with those of the company’s stockholders.  In accordance with the 2007 Stock Incentive Plan, options were issued with an exercise price equal to the fair market value of the Company’s stock on the grant date ($56.98), have a 10-year term, and vest annually in equal one-third increments beginning on December 1, 2012.  The options will be fully vested as of December 1, 2014.

No stock option grants were made to the Named Executive Officers in 2012.

In February 2013, the Compensation Committee, with the assistance of PM&P, moved toward a pattern of annual grants for the Named Executive Officers and other key members of senior management and awarded time-vested stock option grants and restricted stock grants to the Named Executive Officers and other members of senior management of the Company under the 2007 Stock Incentive Plan.  The options were issued with an exercise price equal to the fair market value of the Company’s stock on the grant date ($36.42), have a 10-year term, and vest annually in equal one-third increments beginning on February 25, 2014.  The options will be fully vested as of February 25, 2016.  The restricted stock vests annually in equal one-third increments beginning on February 25, 2014, and will be fully vested as of February 25, 2016.   For additional detail, see “ Compensation Consultant Recommendations and Changes for 2013 ”, below.

Perquisites and Other Benefits

The Named Executive Officers are eligible to receive the same benefits that are available to the majority of the Company’s employees, including life, health and disability insurance benefits.  We also provide certain additional perquisites to the Named Executive Officers, on a case-by-case basis, including a car allowance, tax preparation services, dues, family travel costs and, until 2013, tax gross-ups related to certain perquisites.  We believe that it is necessary to provide such perquisites given the competitive market for talent in our industry and to enhance executive focus and time spent on Company priorities and goals.

Beginning in 2013, the Compensation Committee has eliminated all tax gross-ups for executive perquisites.

Severance Benefits

Each of the Named Executive Officers is entitled to receive severance benefits upon certain qualifying terminations of employment, based either on an applicable provision in such executive’s employment agreement or pursuant to the terms of our Severance Policy.  These severance arrangements are intended to retain executives and provide continuity of management in connection with a threatened or actual change-in-control transaction.

Beginning in 2013, the Compensation Committee has established a Change in Control severance policy in which the Company has entered into a contractual arrangement with each Named Executive Officer and other members of senior management, through which each of the Named Executive Officers is entitled to receive

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severance benefits upon termination of employment after a qualifying change in control of the Company (referred to as a “double-trigger” change in control severance benefit).  These Change in Control benefits will supersede similar provisions in the executive’s employment agreement, as applicable.  For additional detail, see “ Compensation Consultant Recommendations and Changes for 2013 ” , below.

Compensation Consultant Recommendations and Changes for 2013

In October 2012, the Compensation Committee engaged PM&P to thoroughly review the Company’s executive compensation philosophy and practices and to make recommendations to further align the Company’s executive compensation practices with its goals, with specific focus on aligning pay for performance.  PM&P began its study by providing the Compensation Committee with market-based compensation references for its executive officer positions.  The market references were developed from pay data disclosed in public filings of a group of peer companies approved by the Compensation Committee and from a variety of published national executive compensation surveys.

Peer Group of Companies

The peer group approved by the Compensation Committee consists of 15 comparable companies in the manufacturing industry sector, specifically in the industrial manufacturing, electrical or electronic components, or specialty chemicals segments.  Compared to the peer group, the Company ranks near the median in terms of EBITDA, invested capital (book value of debt plus equity), equity market capitalization and enterprise value (book value of debt plus market value of equity).

The selected peer group of companies includes the following:

Compensation Consultant Recommendations

As a result of its review of the peer group of companies and the Company’s executive compensation practices, PM&P recommended that the Compensation Committee make the following changes to the Company’s executive compensation structure:

·                   Increase base salary to be at or near the median of the Company’s peer group, with variations reflecting an executive’s experience, tenure, job performance, and other considerations;

·                   Maintain the current bonus opportunity structure and design;

·                   Establish an annual grant guideline for compensation to be awarded as long-term equity, with actual annual grant values based on competitive market data and the Company’s relative performance from year to year;

·                   Establish a non-qualified deferred savings plan to allow U.S.-based Company executives to defer cash compensation above the 401(a) and 402(g) statutory limits and to receive Company contributions above those limited by qualified plans;

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·                   Grant both time-based stock options and time-based restricted stock under the 2007 Stock Incentive Plan in 2013; and

·                   Ensure management continuity and company focus in the event of a change in control by entering into Change in Control Severance Agreements with each of the named executive officers and other members of senior management.

Compensation Committee Actions

In its December 2012 meeting, the Compensation Committee approved the establishment of the Polypore International Inc. Deferred Savings Plan (the “DSP”).  The DSP is a nonqualified deferred compensation plan for a select group of management or highly compensated employees of the Company and its participating affiliates and subsidiaries, as well as non-employee directors of the Company.  The Compensation Committee appointed a committee to administer the DSP (the “Plan Committee”), and the Compensation Committee or the Plan Committee may select the employees who will participate in the DSP.  On December 27, 2012, the Compensation Committee designated Robert B. Toth, Lynn Amos, Mitchell J. Pulwer, Phillip Bryson, John O’Malley, and Chris McKee as the initial employee participants in the DSP.

Employee participants generally are eligible to defer up to 100% of their base salary and 100% of their annual bonus and other bonus compensation.  Deferral elections must be made in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Employee participants who also participate in the Polypore, Inc. Retirement Savings Plan (the “401(k) Plan”) may contribute excess deferrals to the DSP, which are contributions that are credited to the DSP because either: (a) the participant’s earnings have exceeded the Code Section 401(a)(17) limit for the year ($255,000 for 2013) and/or (b) the participant’s deferrals to the 401(k) Plan have reached the Code Section 402(g) limit for the year ($17,500 for 2013).  The DSP also will provide employer contributions, generally using the 401(k) Plan formulas for employer nonelective and matching contributions, for compensation in excess of the Code Section 401(a)(17) compensation limit for the year.  Compensation for purposes of these employer contributions under the DSP is determined without reduction for deferrals made by the employee to the DSP.  Non-employee directors generally are eligible to defer up to 100% of their annual cash retainer fees and annual cash meeting fees from the Company.  Participants are fully vested in all contributions credited to the DSP.

Participants may allocate the amounts deferred under the DSP among designated benchmark funds.  The benchmark funds track the mutual fund performance they each represent, but the participants do not invest directly in these funds.

Generally, participants may elect to receive each year’s deferral balance upon separation from service or at a future fixed date that is at least three years beyond the applicable DSP year, either in a lump sum or installments.  If the participant is a “specified employee” under Code Section 409A, the first payment following a separation from service generally must be postponed for six months following termination.  Depending on a participant’s elections, distribution may be made earlier upon a disability (as defined in the DSP).  Under certain circumstances, participants also may request distributions for an unforeseeable emergency.  In the event of a participant’s death, the entire deferral balance (including any remaining installment payments) will be paid in a lump sum to the participant’s beneficiaries.  In the event of a “change in control” (as defined in the DSP) of the Company, the participants will receive a lump sum distribution of their DSP accounts.

The Compensation Committee retains the discretion to amend or terminate the DSP at any time (provided that an amendment generally cannot reduce a participant’s benefits as of the date of the amendment).  The DSP can be terminated and liquidated as permitted by Code Section 409A.

In its February 2013 meeting, the Compensation Committee approved the following actions:

·                   Increase base salary for the Named Executive Officers and other members of the senior management team in 2013 to a level, which, when combined with anticipated increases for 2014, would bring the Company’s base salaries approximately to the median of the peer group companies by the 2014 fiscal year;

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·                   Eliminate all tax gross-ups for executive perquisites and payments made pursuant to severance agreements (excluding Mr. Toth’s 2006 employment agreement, which includes a tax gross-up provision for severance payments, until such time as it is renegotiated or replaced);

·                   Approve entering into Change in Control Severance Agreements with each of the Named Executive Officers and certain other members of senior management.  For more detail on the change in control agreements, see the section below titled, “ Potential Payments Upon Termination or Change in Control ”;

·                   Approve grants of time-based stock options and time-based restricted stock in amounts determined to be between the fiftieth and seventy-fifth percentiles of the Company’s peer group, with grants to be made based on the closing price of the Company’s common stock on the third trading day after the Company announces earnings for the previous fiscal year; and

·                   Change the grant date for granting restricted stock to the Company’s non-employee directors, with grants to be made based on the closing price of the Company’s common stock on the third trading day after the Company announces earnings for the previous fiscal year.

On February 25, 2013, the Company awarded time-based stock options and time-based restricted stock to the following Named Executive Officers:

·                   Robert B. Toth:  101,689 options to purchase stock at a strike price of $36.42, vesting equally over three years beginning February 25, 2014, and 22,882 restricted shares, with restrictions lapsing equally over three years beginning February 25, 2014;

·                   Lynn Amos:  32,541 options to purchase stock at a strike price of $36.42, vesting equally over three years beginning February 25, 2014, and 7,322 restricted shares, with restrictions lapsing equally over three years beginning February 25, 2014;

·                   Phillip Bryson:  32,541 options to purchase stock at a strike price of $36.42, vesting equally over three years beginning February 25, 2014, and 7,322 restricted shares, with restrictions lapsing equally over three years beginning February 25, 2014; and

·                   Josef Sauer:  32,541 options to purchase stock at a strike price of $36.42, vesting equally over three years beginning February 25, 2014, and 7,322 restricted shares, with restrictions lapsing equally over three years beginning February 25, 2014.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid by a public company to its Chief Executive Officer and certain other executive officers to $1 million in the year the compensation becomes taxable to the executive. There is an exception to the limit on deductibility for performance-based compensation that meets certain requirements.

The Company considers the impact of this rule when developing and implementing short- and long-term incentive programs. The Company believes it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, the Company has not adopted a policy that all compensation must qualify as deductible under Section 162(m). Amounts paid under the compensation program, including base salaries, incentive plan awards and grants of deferred shares (restricted stock and retention units), may not qualify as performance-based compensation excluded from the limitation on deductibility.

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Summary Compensation Table

The following table shows information regarding the total compensation earned during the fiscal years ended December 29, 2012, December 31, 2011, and January 1, 2011, except for Mr. Bryson, noted below, by our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers who were employed by us as of December 29, 2012, and whose total compensation exceeded $100,000 during that fiscal year.  Mr. Bryson’s information is for 2011 and 2012 only, because he first became a Named Executive Officer during 2011.

(1)             Option awards consist of stock compensation expense related to grants made under the Polypore International, Inc. 2007 Stock Incentive Plan.  The valuation of these options was based on the grant date fair value of the options calculated pursuant to ASC 718.  Assumptions used in the calculation of the option’s fair value are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K filed on February 26, 2013.

(2)                 Non-equity incentive plan compensation consists of incentive bonuses earned in 2010 and 2011 under our Employee Incentive Program, which were paid in March 2011 and March 2012, respectively.  No non-equity incentive plan compensation was earned by the Named Executive Officers in 2012.

(3)                 All Other Compensation consists of the following items:

·                               Mr. Toth—Fiscal year 2012: tax gross-ups of $30,040, estate planning of $8,041, tax preparation fees of $11,975, employer basic and matching 401(k) contributions of $20,000, car allowances of $12,000, life insurance and disability premiums of $9,341 and dues of $7,079.

·                               Mr. Amos—Fiscal year 2012: employer basic and matching 401(k) contributions of $18,614, dues of $7,079, tax preparation fees of $350 and tax gross-ups of $277.

·                              Mr. Sauer—Fiscal year 2012: life insurance premiums of $59,037, car allowances of $25,282 and statutory savings and vacation allowances of $1,405.

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·                              Mr. Pulwer—Fiscal year 2012: employer basic and matching 401(k) contributions of $20,000, tax gross-ups of $10,797, dues of $7,079 and financial planning fees of $6,000.

·                              Mr. Bryson—Fiscal year 2012: employer basic and matching 401(k) contributions of $20,000, dues of $7,079, tax gross-ups of $8,425 and tax preparation fees of $3,305.

(4)                 Mr. Sauer’s annual salary was €222,850 in 2010, €229,173 in 2011 and €237,645 in 2012.  Mr. Sauer was compensated in euros.  The 2010 compensation amounts shown in the table were translated into U.S. dollars using an exchange rate of $1.3294 per euro, which was the average exchange rate during 2010. The 2011 compensation amounts shown in the table were translated into U.S. dollars using an exchange rate of $1.3935 per euro, which was the average exchange rate during 2011.  The 2012 compensation amounts shown in the table were translated into U.S. dollars using an exchange rate of $1.2862 per euro, which was the average exchange rate during 2012.

(1)                 No equity awards were made in 2012 under the 2007 Stock Incentive Plan.

(2)                 The Compensation Committee follows the guidelines of the Employee Incentive Plan and 2007 Stock Incentive Plan regarding the setting of target bonus amounts and the conditions under which awards may be granted, as applicable.  Neither the Employee Incentive Plan nor the 2007 Stock Incentive Plan provides for threshold or maximum awards to an individual.  See “ Annual Incentive Bonuses ” in the “ Components of Compensation for 2012 ” section of this Proxy Statement for further information regarding the variability of the payouts under the Employee Incentive Program and for how target amounts are determined as a percent of annual base salary.

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(3)                 Translated into U.S. dollars using an exchange rate of $1.3225, which was the exchange rate as of December 29, 2012.

(1)                 One-third of the $56.98 options vest each year.  The first third vested on December 1, 2012, the second third will vest on December 1, 2013, and the final third will vest on December 1, 2014.  Options are also subject to accelerated vesting upon a change in control.

2012 Option Exercises and Stock Vested

None of the Named Executive Officers exercised any stock options during the 2012 fiscal year.

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Potential Payments upon Termination or Change in Control

Employment Agreements

We are a party to an employment agreement with Mr. Toth, with an initial term that ran until July 6, 2009, and is automatically renewed for successive one year terms thereafter unless and until either party delivers notice of termination within 120 days of the expiration of the then current term.  Mr. Toth’s salary was $680,000 for 2012.  Mr. Toth’s salary can be increased (but not decreased) at the discretion of the Board.  As of January 1, 2013, Mr. Toth’s salary was increased to $760,000.  Mr. Toth is also eligible to receive incentive bonus compensation with a target of not less than 100% of his base salary.  During the term of Mr. Toth’s employment and for a period of two years thereafter, Mr. Toth is subject to customary restrictive covenants including non-compete and non-solicitation covenants and a non-interference covenant with regard to service providers to the Company.

If Mr. Toth resigns with good reason or is terminated without cause, or his employment term is not extended, in each case including as a result of a change of control, his severance amount will be calculated based on two times his base salary and bonus (with bonus calculated using a 3-year average), to be paid in a lump sum within fifteen business days following the termination of employment.  Mr. Toth will also receive the continuation of benefits for him and his covered dependents for 24 months following such termination.

We are also a party to an employment agreement with Mr. Sauer, with a term that runs until Mr. Sauer’s retirement or until terminated by either party, with a required notice period of twelve months.  Under the terms of the employment agreement, Mr. Sauer’s annual salary was €224,000 during 2010,  €230,723 during 2011 and €237,645 during 2012.  Mr. Sauer is also eligible to receive incentive bonus compensation with a target of 70% of his base salary.  Additionally, we have agreed to provide certain retirement benefits through the purchase of life insurance contracts for Mr. Sauer.  In the event that we terminate Mr. Sauer, he will receive a lump sum severance payment equal to his current annual salary.

Severance Policy

Each of our executive officers, other than Mr. Toth and Mr. Sauer, participates in our Severance Policy, which provides severance benefits upon certain terminations without cause, including terminations in connection with a merger, consolidation or similar change of control event.  The severance benefits consist of one year’s base salary, payable at the Company’s discretion in a lump sum or bi-weekly as salary continuation for a period of one year, and medical benefits for one year.

Change of Control Agreements

Effective February, 2013, we are party to change in control agreements with certain senior executive officers, including our Named Executive Officers.  The change in control agreements provide for the following upon an actual or constructive termination not for cause within two years following a change in control (as defined in the change in control agreements):  (i) a lump sum cash payment equal to two times the executive’s annual base salary (three times annual base salary for Mr. Toth); (ii) a lump sum cash payment equal to two times the executive’s annual bonus (three times annual bonus for Mr. Toth), which shall be calculated using the greatest of the executive’s (a) target or actual annual bonus for the year in which the termination date occurs, (b) target or actual bonus for the year in which the change in control occurs, or (c) the average actual bonus for the three full fiscal years prior to the year in which the termination date occurs; (iii) continuation of certain benefits for two years (three years for Mr. Toth), including participation in our medical, dental, vision, long-term disability and life insurance plans, among others, which were provided to the executive immediately prior to the change in control.  Upon the executive’s qualifying termination, all unexercised stock options will be immediately exercisable and any unvested restricted stock will be immediately vested.  All stock options will remain exercisable for the shorter of (x) the original term of the options, and (y) two years (three years for Mr. Toth) following the termination date (extended to three years following the termination date if the executive has attained the age of 55 and has achieved ten years of service).  In certain circumstances, amounts paid to executives will be reduced to the minimum extent necessary so that no portion of any such payment or benefit constitutes a parachute payment.

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2007 Stock Incentive Plan

Under our 2007 Stock Incentive Plan, in the event of a change in control the Compensation Committee has the discretion to (i) provide that any outstanding awards that are unexercisable or otherwise unvested may become immediately exercisable and otherwise fully vested, (ii) provide for the termination of an award upon the consummation of the change-in-control and the payment of a cash amount in exchange for the cancellation of an award, and/or (iii) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected award.  If an option recipient’s employment with the Company is terminated for any reason other than by the Company for Cause (as defined in the 2007 Stock Incentive Plan) or by reason of the option recipient’s death or disability, any unvested options shall expire as of the date of such termination and any vested options shall remain exercisable until the earlier of the expiration date of the options or the date that is ninety (90) days after the date of such termination.  If an option recipient’s employment with the Company terminates by reason of the recipient’s death or disability, any unvested options shall expire as of the date of such termination and any vested options shall expire on the earlier of the expiration date of the options or the date that is twelve (12) months after the date of the recipient’s death or disability.  If an option recipient’s employment with the Company is terminated by the Company for Cause, all options (whether or not vested) shall immediately expire as of the date of such termination.   The 2007 Stock Incentive Plan provides that the Compensation Committee has the discretion to modify these general provisions in the individual equity grant agreements.  As of December 29, 2012, under the 2007 Stock Incentive Plan there were stock options for 3,063,119 shares of common stock outstanding, of which 1,762,136 were vested.  As of March 25, 2013, there were stock options for 3,377,055 shares of common stock outstanding of which 1,776,605 were vested and 750,712 shares of common stock remain available for future awards.

In the event that the terms of any employment agreement, any change in control agreement or the 2007 Stock Incentive Plan (or any grant agreement thereunder) conflict, the terms that are most beneficial to the employee shall control.

Tabular Summary

The table below reflects the amount of compensation and benefits payable to each Named Executive Officer in the event of (a) termination for cause or without good reason, referred to as a voluntary termination, (b) termination other than for cause or with good reason, referred to as involuntary termination, (c) termination in connection with a change in control, (d) death, or (e) disability.  The amounts shown assume that the applicable triggering event occurred on December 29, 2012, and therefore are estimates of the amounts that would have been paid to the Named Executive Officers upon the occurrence of such triggering event.