8-K
Cooper-Standard Holdings Inc. (CPS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) – May 16, 2024
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36127 | 20-1945088 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | |
| 40300 Traditions Drive, | Northville | Michigan | 48168 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code (248) 596-5900
Check the appropriate box below in the Form 8-K filing 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-4c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | CPS | New York Stock Exchange |
| Preferred Stock Purchase Rights | - | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on May 16, 2024. As of the record date, there were 17,290,145 shares of common stock outstanding and eligible to vote at the Annual Meeting. The holders of record of 13,571,752 shares of common stock were present or represented by proxy and entitled to vote at the meeting. The matters voted on at the Annual Meeting and the results of the vote were as follows:
Proposal 1. Election of Directors
The following individuals were elected to the Board of Directors for a term of one year, expiring at the 2025 Annual Meeting of stockholders.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| John G. Boss | 9,719,574 | 93,956 | 6,774 | 3,751,448 |
| Jeffrey S. Edwards | 9,727,838 | 85,574 | 6,892 | 3,751,448 |
| Richard J. Freeland | 9,711,701 | 100,687 | 7,916 | 3,751,448 |
| Adriana E. Macouzet-Flores | 9,693,781 | 119,253 | 7,270 | 3,751,448 |
| David J. Mastrocola | 9,662,861 | 149,524 | 7,919 | 3,751,448 |
| Christine M. Moore | 9,748,421 | 65,753 | 6,130 | 3,751,448 |
| Robert J. Remenar | 9,663,865 | 146,016 | 10,423 | 3,751,448 |
| Sonya F. Sepahban | 9,683,641 | 129,338 | 7,325 | 3,751,448 |
| Thomas W. Sidlik | 9,685,250 | 128,280 | 6,774 | 3,751,448 |
| Stephen A. Van Oss | 9,663,780 | 149,949 | 6,575 | 3,751,448 |
The nominations were made by the Board of Directors and no other nominations were made by any stockholder.
Proposal 2. Advisory Vote on Named Executive Officer Compensation
The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the proxy statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 8,824,151 | 725,800 | 270,353 | 3,751,448 |
Proposal 3. Ratification of the Appointment of the Independent Registered Public Accounting Firm
The stockholders voted to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 13,516,033 | 53,370 | 2,349 | — |
SIGNATURES
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.
Cooper-Standard Holdings Inc.
| /S/ MARYANN PETERSON KANARY | |
|---|---|
| Name: | MaryAnn Peterson Kanary |
| Title: | Senior Vice President, Chief Legal Officer and Secretary |
Date: May 20, 2024