Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Cooper-Standard Holdings Inc. on May 14, 2026. The filing details the voting results for director elections, executive compensation, and the ratification of the independent auditor.
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 outcomes.
Material Changes and Voting Results
As of the record date, 17,755,284 shares were outstanding, with 13,947,561 shares present or represented by proxy. The following matters were voted upon:
- Proposal 1: Election of Directors - Nine directors were elected for a one-year term. While all nominees received majority support, significant dissent was recorded for four directors:
- Richard J. Freeland: 6,040,021 For vs. 4,043,510 Against
- Adriana E. Macouzet-Flores: 6,377,515 For vs. 3,706,209 Against
- Sonya F. Sepahban: 6,226,898 For vs. 3,848,723 Against
- Jeffrey S. Edwards, David J. Mastrocola, Robert J. Remenar, Stephen A. Van Oss, John G. Boss, and Christine M. Moore received strong support with over 9.6 million votes For each.
- Proposal 2: Advisory Vote on Executive Compensation - Approved with 9,724,429 votes For, 256,127 Against, and 109,234 Abstentions.
- Proposal 3: Ratification of Auditor - Ernst & Young LLP was ratified with 13,835,496 votes For, 107,264 Against, and 4,801 Abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the reasons for the high number of "Against" votes for directors Richard J. Freeland, Adriana E. Macouzet-Flores, and Sonya F. Sepahban.
- Confirm the total number of shares eligible to vote versus the actual turnout percentage.
- Review the Proxy Statement referenced in Proposal 2 for details on the executive compensation package approved by shareholders.