COOPER COMPANIES, INC. false 0000711404 0000711404 2022-10-01 2022-10-01





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2022




(Exact name of registrant as specified in its charter)




(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 October 3, 2022, 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 October 1, 2022 and to elect Cynthia L. Lucchese to fill the new director position, with effect from October 1, 2022, until her successor is duly elected and qualified or her earlier resignation or removal. Concurrent with her election, Ms. Lucchese was appointed to the Audit and the Corporate Governance & Nominating Committees.

Ms. Lucchese has been determined to be an independent director under New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Lucchese and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Lucchese that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Lucchese 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 January 28, 2022.


ITEM 7.01.

Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Lucchese 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.




Document Description

99.1    Press Release dated October 3, 2022
104    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/ Nicholas S. Khadder


General Counsel & Corporate Secretary

Dated: October 4, 2022


Exhibit 99.1




CooperCompanies Appoints Cynthia Lucchese to Board of Directors

SAN RAMON, Calif., October 3, 2022 - CooperCompanies (NYSE: COO) announced today that its Board of Directors has appointed Cynthia Lucchese as an independent director, effective October 1, 2022. Lucchese has also been appointed to serve on the Audit Committee and Corporate Governance and Nominating Committee when she joins the Board.

“We are pleased to welcome Cindy to Cooper’s Board of Directors,” said Al White, President and CEO of CooperCompanies. “She is a highly successful executive with a strong strategic, financial, and operational background. We are confident that her business acumen and board experiences will benefit Cooper and our shareholders.”

Lucchese currently serves as Chief Strategy Officer of Penske Entertainment, a subsidiary of Penske Corporation. She previously served as Chief Administrative and Financial Officer of Hulman & Company (acquired by Penske Corporation) from 2014 to 2020. Prior to this, she was Senior Vice President and Chief Financial Officer of Hillenbrand from 2008 to 2014 and of Thoratec Corporation from 2005 to 2007. Lucchese also spent more than a decade at Guidant Corporation (acquired by Boston Scientific) serving in a variety of leadership roles including Vice President and Corporate Treasurer, and she worked for Eli Lilly & Company earlier in her career.

Lucchese serves on the Boards of Directors of Inari Medical Inc and Beaver-Visitec International Holdings. She also serves on the Board of Trustees of Indiana University. Lucchese received her Bachelor of Science in accounting and Master of Business Administration from Indiana 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 roughly 14,000 with products sold in over 100 countries. For more information, please visit www.coopercos.com.


Kim Duncan

Vice President, Investor Relations and Risk Management