Document
false0001320461 0001320461 2020-05-21 2020-05-21
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 21, 2020
 
 
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36127
 
20-1945088
(State or other jurisdiction
 of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
40300 Traditions Drive
Northville
Michigan
48168
(Address of principal executive offices)
 
 
(Zip code)
Registrant’s telephone number, including area code (248596-5900 
 
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
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 Cooper-Standard Holdings Inc. (the "Company") was held on May 21, 2020.  A total of 16,884,542 shares of common stock were eligible to vote at the Annual 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 2021 Annual Meeting of stockholders.

Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
John G. Boss
 
15,482,087
 
99,821
 
8,434
 
650,317
Jeffrey S. Edwards
 
15,311,284
 
273,736
 
5,322
 
650,317
Richard J. Freeland
 
15,481,848
 
100,055
 
8,439
 
650,317
Adriana E. Macouzet-Flores
 
15,486,011
 
95,898
 
8,433
 
650,317
David J. Mastrocola
 
15,477,652
 
106,989
 
5,701
 
650,317
Justin E. Mirro
 
15,403,769
 
179,619
 
6,954
 
650,317
Robert J. Remenar
 
15,316,154
 
267,739
 
6,449
 
650,317
Sonya F. Sepahban
 
15,415,480
 
168,424
 
6,438
 
650,317
Thomas W. Sidlik
 
15,351,102
 
233,913
 
5,327
 
650,317
Stephen A. Van Oss
 
15,212,072
 
371,816
 
6,454
 
650,317
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
13,934,306
 
1,641,940
 
14,096
 
650,317
 
 
 
 
 
 
 


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, 2020.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
15,956,751
 
281,415
 
2,493
 
 
 
 
 
 
 
 



    







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/ Joanna M. Totsky
Name:
 
Joanna M. Totsky
Title:
 
Senior Vice President, Chief Legal Officer
and Secretary
Date: May 26, 2020