Business Context and Reporting Period
This Form 8-K Current Report for Cooper-Standard Holdings Inc. covers events occurring on May 18, 2023, specifically the Annual Meeting of Stockholders and a subsequent executive departure notification. The company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol CPS.
Key Financial Metrics
This filing is a current report regarding corporate governance and personnel changes. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-Q or 10-K for financial statements.
Material Changes and Corporate Actions
Executive Departure
On May 23, 2023, the Board was notified that Joanna M. Totsky, Senior Vice President, Chief Legal and Transformation Officer, and Secretary, will resign effective June 16, 2023. She is leaving to pursue an opportunity outside the automotive industry.
Annual Meeting Results
The Annual Meeting was held on May 18, 2023. Of 17,138,518 shares outstanding, 14,108,416 shares were present or represented by proxy. Key voting outcomes included:
- Director Elections: All 10 nominees were elected. Vote counts ranged from approximately 9.87 million to 10.05 million "For" votes, with "Against" votes ranging from 43,271 to 224,394.
- Executive Compensation (Say-on-Pay): Approved with 9,250,677 votes For and 493,138 votes Against.
- Compensation Vote Frequency: Stockholders voted to hold future advisory votes on executive compensation every year (9,248,566 votes).
- Auditor Ratification: Ernst & Young LLP was ratified with 14,094,526 votes For and 8,934 votes Against.
- Incentive Plan: The Amended and Restated 2021 Omnibus Incentive Plan was approved with 9,948,323 votes For.
- Section 382 Rights Agreement: Ratified with 9,623,694 votes For.
Guidance, Outlook, and Risks
This filing contains no management guidance, financial outlook, or discussion of market risks. The primary risk disclosed is the departure of a senior executive (Chief Legal Officer), which may require the Board to appoint a successor to ensure continuity in legal and transformation functions.
Investor Verification Checklist
- Verify the appointment of a successor for the Chief Legal and Transformation Officer role following Ms. Totsky's June 16, 2023 departure.
- Review the specific terms of the "Amended and Restated 2021 Omnibus Incentive Plan" approved by stockholders to understand potential dilution or compensation impacts.
- Confirm the implementation of the annual "Say-on-Pay" frequency as voted by stockholders.
- Check subsequent filings for any changes to the Board composition or executive team structure.