Business Context and Reporting Period
This Form 8-K filing by Cooper-Standard Holdings Inc. reports on the results of the Annual Meeting of Stockholders held on May 8, 2014. The report was filed on May 12, 2014.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to corporate governance voting results.
Material Changes and Voting Results
A total of 16,949,745 shares were eligible to vote. The following matters were approved:
- Election of Directors: Seven directors were elected for a one-year term. Jeffrey S. Edwards, Jeffrey Kirt, and David J. Mastrocola received significant "withheld" votes compared to other nominees, with Mastrocola receiving 1,743,002 withheld votes.
- Executive Compensation: Stockholders voted in favor of the advisory vote on executive compensation with 15,074,920 votes for and 26,470 votes against.
- Auditor Selection: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013, with 15,440,520 votes for and 8,245 votes against.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the specific reasons for the high number of withheld votes for director David J. Mastrocola (1,743,002 votes) compared to other nominees.
- Confirm the full composition of the Board of Directors following the election.
- Review the 2014 Proxy Statement for detailed executive compensation disclosures referenced in the advisory vote.