Form 8-K - Current report

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 16, 2024

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

Preferred Stock Purchase Rights

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 the Company was held on May 16, 2024. As of the record date, there were 17,290,145 shares of common stock outstanding and eligible to vote at the Annual Meeting. The holders of record of 13,571,752 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 2025 Annual Meeting of stockholders.


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes

John G. Boss	9,719,574	93,956	6,774	3,751,448
Jeffrey S. Edwards	9,727,838	85,574	6,892	3,751,448
Richard J. Freeland	9,711,701	100,687	7,916	3,751,448
Adriana E. Macouzet-Flores	9,693,781	119,253	7,270	3,751,448
David J. Mastrocola	9,662,861	149,524	7,919	3,751,448
Christine M. Moore	9,748,421	65,753	6,130	3,751,448
Robert J. Remenar	9,663,865	146,016	10,423	3,751,448
Sonya F. Sepahban	9,683,641	129,338	7,325	3,751,448
Thomas W. Sidlik	9,685,250	128,280	6,774	3,751,448
Stephen A. Van Oss	9,663,780	149,949	6,575	3,751,448

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
8,824,151	725,800	270,353	3,751,448

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, 2024.


Votes For	Votes Against	Abstentions	Broker Non-Votes
13,516,033	53,370	2,349	—

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: May 20, 2024

Cover Page	May 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	COOPER-STANDARD HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36127
Entity Tax Identification Number	20-1945088
Entity Address, Address Line One	40300 Traditions Drive,
Entity Address, City or Town	Northville
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48168
City Area Code	248
Local Phone Number	596-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001320461
Amendment Flag	false
Entity Information [Line Items]
Entity Central Index Key	0001320461
Document Period End Date	May 16, 2024
Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true
Common Stock
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS
Security Exchange Name	NYSE
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS
Security Exchange Name	NYSE