COOPER COMPANIES, INC. false 0000711404 0000711404 2020-12-08 2020-12-08





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2020




(Exact name of registrant as specified in its charter)




Delaware   1-8597   94-2657368

(State or other jurisdiction

of incorporation)



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 (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))

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


Title of each class





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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2020, The Cooper Companies, Inc. (the “Company”) announced that on December 8, 2020 A. Thomas Bender informed the Board that he will retire as Chairman of the Board and as a director, and Allan E. Rubenstein, M.D. informed the Board that he will retire as Vice Chairman and Lead Director of the Board and as a director, each effective on the date of the Company’s next Annual Meeting of Stockholders in March 2021. There are no disagreements between either Mr. Bender or Dr. Rubenstein and the Company on any matter relating to the Company’s operations, policies or practices.


Item 7.01

Regulation FD Disclosure.

A copy of the press release announcing the planned retirements of Mr. Bender and Dr. Rubenstein 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.




  99.1    Press Release dated December 10, 2020.
104.1    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.



/s/ Mark J. Drury

  Mark J. Drury
  Vice President, General Counsel & Secretary

Dated: December 10, 2020


Exhibit 99.1





A. Thomas Bender and Allan E. Rubenstein, M.D. to Retire

from CooperCompanies Board

SAN RAMON, Calif., December 10, 2020 – CooperCompanies (NYSE:COO) announced today that A. Thomas Bender and Allan E. Rubenstein, M.D. have decided to retire and will not stand for re-election at the Annual Meeting of Stockholders in March 2021. Both men have held multiple board roles spanning decades, and their guidance has been instrumental in the success of the CooperCompanies. They have helped position the company for many years of future success.

“I want to say a huge thank you to Tom and Allan for their years of service to the company. We are extremely grateful for their valuable contributions in helping shape Cooper into the fantastic company it is today,” said Al White, President and CEO. “I’d also like to especially recognize Tom for his past CEO leadership at Cooper. He has been a driving force for Cooper, and the entire eye-care space, where he has been active for many decades. His enthusiasm, customer-centric style and passion for our business have been instrumental in creating the global, multi-billion-dollar company that we are today.”

Mr. Bender joined CooperVision in 1991 as President and Chief Operating Officer. He spearheaded a comprehensive restructuring of the business, which resulted in a dramatic improvement in company performance and set the stage for a sustained period of growth, innovation, and international expansion. Mr. Bender has served on the CooperCompanies Board since 1994 and was elected Chairman in July 2002. He also served as President and CEO of CooperCompanies from May 1995 until his retirement in October 2007.

Dr. Rubenstein is retiring after 29 years of service to the company, during which he chaired multiple initiatives that enhanced both the strategic direction and clinical efficacy of the Cooper portfolio. His scientific background, combined with his focus on leveraging new technologies, has helped CooperCompanies develop a range of products that align with significant health and wellness trends.

Dr. Rubenstein has served on the CooperCompanies Board as Vice Chairman and Lead Director since July 2002. He previously served as Chairman of the Board from July 1994 to July 2002 and Acting Chairman of the Board from April 1993 to June 1994. Dr. Rubenstein is a Clinical Professor of Neurology and Pediatrics at New York University Langone Medical Center. He is also Medical Director Emeritus of the Children’s Tumor Foundation and a consultant to the National Institutes of Health, the U.S. Food and Drug Administration and the U.S. Department of Defense.

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.


Kim Duncan

Vice President, Investor Relations and Risk Management