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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 18, 2020

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.)

6101 Bollinger Canyon Road, Suite 500, San Ramon, California 94583

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.10 par value		COO		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On March 18, 2020, 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 Securities and Exchange Commission (“SEC”) on February 4, 2020. Votes were cast by the stockholders as set forth below.

Proposal 1 – Election of Directors

The following individuals were elected to serve as directors of Cooper until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

Nominee		For				Against				Abstain				Broker Non-Vote
A. Thomas Bender (Chairman)			39,314,915				4,662,287				42,548				1,347,806
Colleen E. Jay			42,806,915				1,180,718				32,118				1,347,805
William A. Kozy			40,215,398				3,772,778				31,574				1,347,806
Jody S. Lindell			41,275,682				2,712,161				31,907				1,347,806
Gary S. Petersmeyer			43,791,196				196,139				32,415				1,347,806
Allan E. Rubenstein, M.D. (Vice-Chairman and Lead Director)			38,404,855				5,572,212				42,684				1,347,805
Robert S. Weiss			41,959,217				2,017,314				43,219				1,347,806
Albert G. White III			43,186,873				800,671				32,205				1,347,807

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2020 was ratified.

For		Against		Abstain		Broker Non-Vote
42,689,249		2,644,850		31,926		1,531

Proposal 3 – Approval of the 2020 Long-Term Incentive Plan for Non-Employee Directors

The stockholders approved, as presented, the 2020 Long-Term Incentive Plan for Non-Employee Directors.

For		Against		Abstain		Broker Non-Vote
39,510,122		4,491,704		17,925		1,347,805

Proposal 4 – Advisory Vote on Executive Compensation

The stockholders adopted, on an advisory basis, a resolution approving the compensation of Cooper’s Named Executive Officers as presented in the Proxy Statement.

For		Against		Abstain		Broker Non-Vote
36,036,635		7,916,462		66,651		1,347,808

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, 2020