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 20, 2012
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8597 | 94-2657368 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
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 (17 CFR 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 20, 2012, 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 6, 2012. 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 2013 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) |
40,129,708 | 2,050,668 | 3,413 | 1,843,235 | ||||
| Michael H. Kalkstein |
40,857,699 | 1,322,738 | 3,351 | 1,843,236 | ||||
| Jody S. Lindell |
41,044,441 | 1,135,996 | 3,351 | 1,843,236 | ||||
| Donald Press |
40,873,445 | 1,306,890 | 3,453 | 1,843,236 | ||||
| Steven Rosenberg |
40,869,016 | 1,311,258 | 3,515 | 1,843,235 | ||||
| Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director) |
40,857,614 | 1,322,722 | 3,453 | 1,843,235 | ||||
| Robert S. Weiss |
40,902,439 | 1,277,834 | 3,515 | 1,843,236 | ||||
| Stanley Zinberg, M.D. |
40,900,245 | 1,280,332 | 3,211 | 1,843,236 |
Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2012
The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2012 was ratified. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 43,615,502 |
406,291 | 5,231 | 0 |
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 | |||
| 40,850,065 |
1,143,292 | 190,432 | 1,843,235 |
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated March 21, 2012 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 | ||
| Executive Vice President, Secretary and Chief Administrative Officer | ||
Dated: March 23, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 21, 2012 regarding Cooper Annual Stockholder Meeting | |
Exhibit 99.1
|
6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3663 www.coopercos.com | |
|
NEWS RELEASE |
||
| CONTACT: Kim Duncan Sr. Director, Investor Relations ir@cooperco.com |
THE COOPER COMPANIES HOLDS ANNUAL MEETING OF STOCKHOLDERS
PLEASANTON, Calif., March 21, 2012 – At its annual meeting held on Tuesday, March 20, 2012 in New York, New York, 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 2012. 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.; 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, investor relations, treasurer and chief strategic officer; Eugene J. Midlock, vice president, taxes; 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 over 7,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.
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