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 17, 2014

 

 

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))

 

 

 

---

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On March 17, 2014, 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 January 31, 2014. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 – Election of a Board of Eight Directors

The following individuals were elected to serve as directors of Cooper until the 2015 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)		41,379,884		879,632		32,880		1,783,951
Michael H. Kalkstein		41,395,719		863,868		32,808		1,783,952
Jody S. Lindell		41,780,379		479,461		32,556		1,783,951
Gary S. Petersmeyer		41,825,111		433,312		33,973		1,783,951
Steven Rosenberg		41,370,383		888,021		33,991		1,783,952
Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director)		41,390,101		867,903		34,391		1,783,952
Robert S. Weiss		41,492,408		766,719		33,268		1,783,952
Stanley Zinberg, M.D.		41,381,392		876,397		34,607		1,783,951

Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2014

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2014 was ratified. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Vote
43,494,290		532,416		49,610		31

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
41,875,090		263,876		153,460		1,783,921

 

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated March 17, 2014 regarding Cooper Annual Stockholder Meeting

---

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 19, 2014

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 17, 2014 regarding Cooper Annual Stockholder Meeting

Exhibit 99.1

 

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

THE COOPER COMPANIES HOLDS ANNUAL MEETING OF STOCKHOLDERS

PLEASANTON, Calif., March 17, 2014 – At its annual meeting held on Monday, March 17, 2014 in Pleasanton, California, the stockholders of The Cooper Companies, Inc. (NYSE:COO) elected eight directors and ratified the appointment of KPMG LLP as the Company’s auditors for fiscal 2014. Stockholders also approved, on an advisory basis, the Company’s compensation practices for its executive officers.

BOARD OF DIRECTORS

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; Michael H. Kalkstein; Jody S. Lindell; Gary S. Petersmeyer; Steven Rosenberg; Robert S. Weiss, president and chief executive officer of the Company; and Stanley Zinberg, M.D.

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 8,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.