Cooper-Standard Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 15, 2025
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, upon the recommendation of the board of directors of Cooper-Standard Holdings Inc. (the "Company"), the stockholders of the Company, at the annual meeting of stockholders of the Company held on May 15, 2025 (the "Annual Meeting"), approved the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan (the "Omnibus Incentive Plan”).
The material features of the Omnibus Incentive Plan are described in Proposal No. 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025 (the "Proxy Statement"), which description is incorporated herein by reference. The description of the Omnibus Incentive Plan incorporated herein by reference is qualified in its entirety by the text of the Omnibus Incentive Plan, which was filed as Exhibit 10.1 to the Company's registration Statement filed on Form S-8 on May 15, 2025 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of the record date, there were 17,548,147 shares of common stock outstanding and eligible to vote at the Annual Meeting. The holders of record of 13,016,875 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 2026 Annual Meeting of stockholders.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| John G. Boss | 7,990,705 | 453,018 | 1,691 | 4,571,461 | ||||||||||||||||||||||
| Jeffrey S. Edwards | 8,405,315 | 38,408 | 1,691 | 4,571,461 | ||||||||||||||||||||||
| Richard J. Freeland | 8,371,401 | 72,322 | 1,691 | 4,571,461 | ||||||||||||||||||||||
| Adriana E. Macouzet-Flores | 8,372,848 | 67,001 | 5,565 | 4,571,461 | ||||||||||||||||||||||
| David J. Mastrocola | 7,939,501 | 504,233 | 1,680 | 4,571,461 | ||||||||||||||||||||||
| Christine M. Moore | 8,364,863 | 78,860 | 1,691 | 4,571,461 | ||||||||||||||||||||||
| Robert J. Remenar | 7,993,433 | 450,301 | 1,680 | 4,571,461 | ||||||||||||||||||||||
| Sonya F. Sepahban | 8,264,805 | 178,929 | 1,680 | 4,571,461 | ||||||||||||||||||||||
| Stephen A. Van Oss | 7,985,611 | 458,123 | 1,680 | 4,571,461 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 5,181,280 | 3,011,744 | 252,390 | 4,571,461 | |||||||||||||||||
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, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 12,980,474 | 35,017 | 1,384 | ||||||||||||||||||
Proposal 4. Approval of the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan.
The stockholders voted to approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 8,037,706 | 366,733 | 40,975 | 4,571,461 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
Exhibit 10.1 | |||||
| Exhibit 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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: May15, 2025