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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K

 _______________________________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2025

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THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

_______________________________________________

 

Delaware

001-08597

94-2657368

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6101 Bollinger Canyon Road, Suite 500, San Ramon, California 94583

(Address of principal executive offices, including Zip Code)

(925) 460-3600

(Registrant’s telephone number, including area code)

 

_______________________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.10 par value

COO

Nasdaq Global Select Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

                                        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2025, The Cooper Companies, Inc. (the “Company”) announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”) voted to expand the size of the Board from seven directors to eight directors with effect from May 1, 2025 and to appoint Barbara Carbone to fill the new director position, with effect from May 1, 2025, until her successor is duly elected and qualified or her earlier resignation or removal. Concurrent with her appointment, Ms. Carbone was appointed to the Audit Committee.

Ms. Carbone has been determined to be an independent director under Nasdaq listing standards. There are no arrangements or understandings between Ms. Carbone and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Carbone that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Carbone will be compensated for her service as a director consistent with the compensation provided to other non-employee directors as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on February 19, 2025.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Carbone is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit			Description
99.1			Press Release dated April 30, 2025 of The Cooper Companies, Inc.
104.1			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    THE COOPER COMPANIES, INC.

    By:     /s/ Nicholas S. Khadder    

        Nicholas S. Khadder

        General Counsel & Corporate Secretary

        

Dated: April 30, 2025

PRESS RELEASE

CooperCompanies Appoints Barbara Carbone to Board of Directors

SAN RAMON, Calif., April 30, 2025 - CooperCompanies (Nasdaq: COO), a leading global medical device company, announced today that its Board of Directors has appointed Barbara Carbone as an independent director, effective May 1, 2025. Ms. Carbone has also been appointed to serve on the Audit Committee when she joins the Board.

Ms. Carbone brings nearly four decades of experience across a wide variety of industries. She spent most of her career at KPMG LLP, from 1981-2019, where she served more than twenty-four years as an Audit Partner. She served on the KPMG Partnership Audit Committee for six years, including three years as the Chairperson, and as the National Partner in Charge for Human Resources involved in designing performance management processes, compensation strategies, and training & development programs. She also served on the KPMG Retired Partners Council from 2019-2022. She currently serves as the Chairperson on the Board of Directors of TrueCar, Inc., and as a member of the Board of Directors of Limoneira Company and Bob’s Discount Furniture. Ms. Carbone holds a B.S. in Business Administration (Accountancy) from California State University at Sacramento.

“We are excited to welcome Barbara to Cooper’s Board of Directors,” said Bob Weiss, Chairman of the Board of CooperCompanies. “She brings extensive financial and accounting expertise, leadership skills, and a great background in Human Resources. We look forward to the valuable contributions she will make to our Board.”

About CooperCompanies

CooperCompanies (Nasdaq: COO) is a leading global medical device company focused on helping people experience life’s beautiful moments through its two business units, CooperVision and CooperSurgical. CooperVision is a trusted leader in the contact lens industry, helping to improve the way people see each day. CooperSurgical is a leading fertility and women’s healthcare company dedicated to putting time on the side of women, babies, and families at the healthcare moments that matter most. Headquartered in San Ramon, CA, CooperCompanies has a workforce of more than 16,000, sells products in over 130 countries, and positively impacts over fifty million lives each year. For more information, please visit www.coopercos.com.

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Contact:

Kim Duncan

Vice President, Investor Relations and Risk Management

925-460-3663

[email protected]