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): March 21, 2013

 

 

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-8597		94-2657368
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588

(Address of principal executive offices)

(925) 460-3600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K 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 (17CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On March 21, 2013, The Cooper Companies, Inc. (“Cooper”) held its Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in Cooper’s definitive Proxy Statement filed with the SEC on February 5, 2013. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 – Election of a Board of Nine Directors

The following individuals were elected to serve as directors of Cooper until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The voting results were as follows:

 

Nominee		For				Against				Abstain				Broker Non-Vote
A. Thomas Bender (Chairman)			41,831,881				1,117,993				29,629				2,045,501
Michael H. Kalkstein			41,840,587				1,108,849				30,066				2,045,502
Jody S. Lindell			42,279,730				669,137				30,636				2,045,501
Gary S. Petersmeyer			42,879,625				68,154				31,723				2,045,502
Donald Press			41,821,890				1,126,822				30,790				2,045,502
Steven Rosenberg			41,822,126				1,126,948				30,428				2,045,502
Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director)			41,824,565				1,125,404				29,534				2,045,501
Robert S. Weiss			41,859,323				1,090,693				29,486				2,045,502
Stanley Zinberg, M.D.			41,835,036				1,125,040				29,534				2,035,394

Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2013

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2013 was ratified. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Vote
44,365,732		615,513		33,652		10,107

Proposal 3 – Advisory Vote on the Compensation of Named Executive Officers

The stockholders adopted, on an advisory basis, a resolution approving the Company’s compensation of the Named Executive Officers as presented in the Proxy Statement. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Vote
42,053,622		786,281		139,599		2,045,502

 

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated March 22, 2013 regarding Cooper Annual Stockholder Meeting

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SIGNATURE

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.

 

Dated: March 22, 2013

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 22, 2013 regarding Cooper Annual Stockholder Meeting

Exhibit 99.1

 

NEWS RELEASE
CONTACT:                 Kim Duncan                 Senior Director, Investor Relations                 ir@cooperco.com		6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3663 www.coopercos.com

THE COOPER COMPANIES HOLDS ANNUAL MEETING OF STOCKHOLDERS

PLEASANTON, Calif., March 22, 2013 – At its annual meeting held on Thursday, March 21, 2013 in New York, New York, the stockholders of The Cooper Companies, Inc. (NYSE:COO) elected nine directors and ratified the appointment of KPMG LLP as the Company’s auditors for fiscal 2013. Stockholders also approved, on an advisory basis, the Company’s compensation practices for its executive officers.

BOARD OF DIRECTORS AND OFFICERS

Cooper’s stockholders elected the following as members of the board of directors: A. Thomas Bender, chairman of the board of the Company; Allan E. Rubenstein, M.D., vice-chairman of the board and lead director of the Company, chief executive officer of NexGenix Pharmaceuticals, LLC; Michael H. Kalkstein, of counsel of Dechert, LLP; Jody S. Lindell, President and CEO of S.G. Management, Inc.; Gary S. Petersmeyer; Donald Press, executive vice president of Broadway Management Company, Inc., and principal in the firm of Donald Press, P.C.; Steven Rosenberg, president, chief executive officer and chief financial officer of Berkshire Bancorp, Inc.; Robert S. Weiss, president and chief executive officer of the Company; and Stanley Zinberg, M.D.

Following the stockholders’ meeting, the board elected: A. Thomas Bender, chairman of the board and Allan E. Rubenstein, M.D., vice-chairman of the board and lead director. The board also elected as officers of the Company: Robert S. Weiss, president and chief executive officer; Greg W. Matz, vice president and chief financial officer; Carol R. Kaufman, executive vice president, secretary and chief administrative officer; Daniel G. McBride, Esq., vice president, general counsel and chief risk officer; Albert G. White III, vice president and chief strategy officer; Eugene J. Midlock, vice president, tax; and Rodney E. Folden, vice president and corporate controller.

 

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About The Cooper Companies

The Cooper Companies, Inc. (“Cooper”) is a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). Cooper is dedicated to being A Quality of Life Company™ with a focus on delivering shareholder value. Cooper operates through two business units, CooperVision and CooperSurgical. CooperVision brings a refreshing perspective on vision care with a commitment to crafting a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical focuses on supplying women’s health clinicians with market-leading products and treatment options to improve the delivery of healthcare to women. Headquartered in Pleasanton, CA, Cooper has approximately 7,800 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.

 

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