Cooper-Standard Holding Inc.

05/20/2022 | Press release | Distributed by Public on 05/20/2022 10:13

Submission of Matters to a Vote of Security Holders - Form 8-K

cps-20220519

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 19, 2022
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 (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
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 19, 2022. A total of 17,061,695 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 2023 Annual Meeting of stockholders.

Name Votes For Votes Against Abstentions Broker Non-Votes
John G. Boss 13,754,525 179,926 6,014 1,518,664
Jeffrey S. Edwards 13,753,138 180,982 6,345 1,518,664
Richard J. Freeland 13,728,898 205,553 6,014 1,518,664
Adriana E. Macouzet-Flores 13,729,228 205,507 5,730 1,518,664
David J. Mastrocola 13,703,579 230,495 6,391 1,518,664
Christine M. Moore 13,843,058 92,516 4,891 1,518,664
Robert J. Remenar 13,453,104 481,358 6,003 1,518,664
Sonya F. Sepahban 13,781,517 152,557 6,391 1,518,664
Thomas W. Sidlik 13,718,003 216,459 6,003 1,518,664
Stephen A. Van Oss 13,709,558 225,854 5,053 1,518,664
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
13,270,964 326,408 343,093 1,518,664

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, 2022.
Votes For Votes Against Abstentions Broker Non-Votes
15,325,633 131,566 1,930 -







Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
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/ Joanna M. Totsky
Name: Joanna M. Totsky
Title:
Senior Vice President, Chief Legal Officer
and Secretary
Date: May 20, 2022