UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 12, 2020, The Cooper Companies, Inc. (the “Company”) announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”) voted to expand the size of the Board from 8 directors to 9 directors with effect from December 1, 2020 and to elect Teresa S. Madden to fill the new director position, with effect from December 1, 2020, until her successor is duly elected and qualified or her earlier resignation or removal. Ms. Madden has been determined to be an independent director under New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Madden and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Madden that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Madden will be compensated for her service as a director consistent with the compensation provided to other non-employee directors as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on February 4, 2020.
Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing the appointment of Ms. Madden is attached hereto as Exhibit 99.1. Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other information of the Company.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
99.1 | Press Release dated November 12, 2020. | |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ Mark J. Drury | |
Mark J. Drury | ||
Vice President, General Counsel & Secretary |
Dated: November 12, 2020
Exhibit 99.1
PRESS RELEASE
CooperCompanies Elects Teresa S. Madden to Board of Directors
SAN RAMON, Calif., November 12, 2020 CooperCompanies (NYSE: COO) announced today that its Board of Directors elected Teresa S. Madden to the Board as an independent director, effective December 1, 2020.
We are delighted to have Teresa join our Board of Directors, said Al White, President and CEO. Teresa brings a unique perspective that combines operational excellence and financial acumen, with long-term experience in an industry that was continually being pushed to evolve and change. We look forward to Teresas advice and support as Cooper continues growing its business.
Ms. Madden is an independent director of Enbridge, Inc. (NYSE: ENB) where she serves on the governance committee and as chair of the audit, finance and risk committee. She previously served as a director of Peabody Energy Corporation (NYSE: BTU) from 2017 to 2020 where she served on the health, safety, security & environmental committee and as chair of the audit committee.
Ms. Madden served as Executive Vice President and Chief Financial Officer of Xcel Energy, Inc. (NASDAQ: XEL), an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Previously, Ms. Madden served as Controller for Rogue Wave Software, Inc. from 2000 to 2003 and as Controller for New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. She holds a Bachelor of Science degree in accounting from Colorado State University and Master of Business Administration degree from Regis University.
About CooperCompanies
CooperCompanies (Cooper) is a global medical device company publicly traded on the NYSE (NYSE:COO). Cooper operates through two business units, CooperVision and CooperSurgical. CooperVision brings a refreshing perspective on vision care with a commitment to developing a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical is committed to advancing the health of women, babies and families with its diversified portfolio of products and services focusing on medical devices and fertility & genomics. Headquartered in San Ramon, CA, Cooper has a workforce of more than 12,000 with products sold in over 100 countries. For more information, please visit www.coopercos.com.
Contact:
Kim Duncan
Vice President, Investor Relations and Risk Management
925-460-3663
ir@cooperco.com