Form 8-K

 

 

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 11, 2011 (May 10, 2011)

 

 

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-123708   20-1945088

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

39550 Orchard Hill Place Drive, Novi, Michigan   48375
(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 (See General Instruction A.2 below):

 

¨ 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))

 

 

 


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 10, 2011. A total of 22,897,826 shares of common and preferred stock (voting with the common stock, as a single class, on an as converted basis) were eligible to vote at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:

1. Election of Directors:

The following individuals were elected to the Board of Directors for a term of one year expiring at the 2012 Annual Meeting of stockholders.

 

            Name    Votes For    Withheld    Broker Non-Votes

Orlando A. Bustos

   13,767,269    577,558    779,823

Larry J. Jutte

   14,223,831    120,996    779,823

Jeffrey E. Kirt

   13,391,558    953,269    779,823

David J. Mastrocola

   13,751,324    593,503    779,823

James S. McElya

   14,223,831    120,996    779,823

Stephen A. Van Oss

   14,223,831    120,996    779,823

Kenneth L. Way

   14,223,776    121,051    779,823

The nominations were made by the Board of Directors and no other nominations were made by any stockholder.

2. Selection of Auditors:

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 September 30, 2011.

 

Votes For

  

Votes Against

  

Abstentions

    

15,038,569

   83    85,998   

3. Advisory (non-binding) vote on the executive compensation of the Company’s named executive officers:

The stockholders voted in favor of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the 2011 Annual Meeting of Stockholders.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

13,807,236

   537,390    201    779,823


4. Advisory (non-binding) vote on the frequency of the advisory vote on the executive compensation of the Company’s named executive officers:

The stockholders voted to recommend that the Company include an advisory vote on the compensation of the Company’s named executive officers pursuant to the rules of the Securities and Exchange Commission every 3 years.

 

One Year

  

Two Years

  

Three Years

  

Abstentions

    

7,130,814

   50    7,213,796    167   

In accordance with the stockholder voting results, in which every “Three Years” received the majority of the votes cast on the frequency of the advisory vote on executive compensation proposal, and the Board of Directors’ recommendation in the Proxy Statement for the 2011 Annual Meeting, the Company’s Board of Directors has determined that future stockholder advisory (non-binding) votes on executive compensation will occur every three years. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation is scheduled to be held at the Company’s 2014 Annual Meeting of Stockholders. The next required stockholder advisory (non-binding) vote regarding the frequency interval is scheduled to be held in six years at the Company’s 2017 Annual Meeting of Stockholders.


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/ Timothy W. Hefferon

Name:   Timothy W. Hefferon
Title:   Vice President, General Counsel and Secretary

Dated: May 11, 2011