Document

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 17, 2018
 
 
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.)
 
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:
 
¨
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))

 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 17, 2018.  A total of 18,061,164 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 2019 Annual Meeting of stockholders.

Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Jeffrey S. Edwards
 
15,936,442
 
534,961
 
2,298
 
709,576
David J. Mastrocola
 
16,258,099
 
209,805
 
5,797
 
709,576
Justin E. Mirro
 
16,282,966
 
184,787
 
5,948
 
709,576
Robert J. Remenar
 
16,442,525
 
25,228
 
5,948
 
709,576
Sonya F. Sepahban
 
16,442,701
 
24,778
 
6,222
 
709,576
Thomas W. Sidlik
 
14,815,123
 
1,652,780
 
5,798
 
709,576
Stephen A. Van Oss
 
16,344,282
 
123,621
 
5,798
 
709,576
Molly P. Zhang
 
16,280,916
 
186,261
 
6,524
 
709,576
The nominations were made by the Board of Directors and no other nominations were made by any stockholder.

Proposal 2.    Advisory Vote on Executive 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
16,104,751

 
334,934

 
34,016

 
709,576
 
 
 
 
 
 
 

Proposal 3.    Ratification of the Selection 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, 2018.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
16,896,835

 
282,417

 
4,025

 

 
 
 
 
 
 
 







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/ Aleksandra A. Miziolek
Name: Aleksandra A. Miziolek
Title: Senior Vice President, General Counsel and Secretary
Dated: May 22, 2018