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, 2010
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, 2010, 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 Proxy Statement filed with the SEC on February 5, 2010. 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 2011 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The voting results were as follows:
| Nominee |
For | Withheld | ||
| A. Thomas Bender (Chairman) |
40,045,188 | 871,805 | ||
| Michael H. Kalkstein |
40,063,173 | 853,820 | ||
| Jody S. Lindell |
40,128,147 | 788,846 | ||
| Donald Press |
40,062,622 | 854,371 | ||
| Steven Rosenberg |
40,061,249 | 855,744 | ||
| Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director) |
34,650,941 | 6,266,052 | ||
| Robert S. Weiss |
39,903,911 | 1,013,082 | ||
| Stanley Zinberg, M.D. |
34,653,234 | 6,263,759 |
Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2010
The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2010 was ratified. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 41,765,710 | 398,066 | 65,367 | -0- |
Proposal 3 – Stockholder Proposal to Adopt a Resolution Recommending a Majority Vote Standard for the Election of Directors
The stockholder proposal was adopted. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 33,797,469 | 6,992,764 | 126,759 | 1,312,151 |
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated March 17, 2010 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.
| THE COOPER COMPANIES, INC. | ||
| By | /s/ Carol R. Kaufman | |
| Carol R. Kaufman | ||
| Senior Vice President of Legal Affairs, Secretary and Chief Administrative Officer | ||
Dated: March 22, 2010
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated March 17, 2010 regarding Cooper Annual Stockholder Meeting | |
Exhibit 99.1
| NEWS RELEASE | ||
|
CONTACT:
Kim Duncan Director, Investor Relations The Cooper Companies, Inc. ir@coopercompanies.com |
6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3663 www.coopercos.com | |
| FOR IMMEDIATE RELEASE |
THE COOPER COMPANIES HOLDS ANNUAL MEETING OF STOCKHOLDERS
PLEASANTON, Calif., March 17, 2010 — At its annual meeting held today in Pleasanton, California, the stockholders of The Cooper Companies, Inc. (NYSE:COO) elected eight directors, ratified the appointment of KPMG LLP as the Company’s auditors for fiscal 2010, and passed a stockholder resolution proposing adoption of a majority vote standard for election of directors.
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 and a member of the faculty of the Mt. Sinai School of Medicine and the Mt. Sinai Neurofibromatosis Research and Treatment Center; Michael H. Kalkstein, of counsel of Dechert, LLP; Jody S. Lindell, President and CEO of S.G. Management, Inc.; 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; Eugene J. Midlock, senior vice president and chief financial officer; Carol R. Kaufman, senior vice president of legal affairs, secretary and chief administrative officer; Daniel G. McBride, Esq., vice president and general counsel; Albert G. White III, vice president, investor relations and treasurer; and Rodney E. Folden, vice president and corporate controller.
ABOUT THE COOPER COMPANIES
The Cooper Companies, Inc. (www.coopercos.com) develops, manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. Corporate offices are located in Pleasanton, CA.
CooperVision, Inc. (www.coopervision.com) develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market. Dedicated to enhancing the contact lens experience for practitioners and patients, CooperVision specializes in lenses for astigmatism and presbyopia. CooperVision manufactures a full array of monthly, two-week and daily disposable contact lenses featuring advanced materials and optics. Headquartered in Pleasanton, CA, it manufactures in: Juana Diaz, Puerto Rico; Norfolk, VA; Rochester, NY; Adelaide, Australia; Hamble and Hampshire, UK.
CooperSurgical, Inc. (www.coopersurgical.com) develops, manufactures and markets medical devices, diagnostic products and surgical instruments and accessories used primarily by gynecologists and obstetricians. Its major manufacturing and distribution facilities are in Trumbull, CT, Pasadena, CA, and Stafford, TX.
COO-G
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