Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders for Cooper-Standard Holdings Inc., held on May 9, 2012. The filing was submitted on May 10, 2012, to disclose the results of matters submitted to a vote of security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
A total of 22,530,955 shares of common and preferred stock were eligible to vote. The following matters were approved:
- Election of Directors: Seven individuals were elected to the Board of Directors for a one-year term expiring at the 2013 Annual Meeting.
- Orlando A. Bustos: 10,726,392 votes for; 922,052 withheld.
- Larry J. Jutte: 10,736,973 votes for; 911,471 withheld.
- Jeffrey Kirt: 10,736,718 votes for; 911,726 withheld.
- David J. Mastrocola: 8,515,430 votes for; 3,133,014 withheld.
- James S. McElya: 10,737,123 votes for; 911,321 withheld.
- Stephen A. Van Oss: 10,736,973 votes for; 911,471 withheld.
- Kenneth L. Way: 10,736,918 votes for; 911,526 withheld.
There were 3,336,511 broker non-votes for all director nominees.
- Selection of Auditors: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2012.
- Votes For: 14,983,828
- Votes Against: 1,127
- Abstentions: 0
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific term length and responsibilities of the newly elected directors, particularly David J. Mastrocola, who received a significantly higher number of withheld votes compared to other nominees.
- Confirm the scope of the audit engagement with Ernst & Young LLP for the fiscal year ending December 31, 2012.
- Review the company's proxy statement for the 2012 Annual Meeting to understand the context of the broker non-votes (3,336,511 shares).