UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 15, 2023
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
(925 ) 460-3600
(Registrant’s telephone number, including area code)
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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 | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 to Section 13(a) of the Exchange Act. ☐
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On March 15, 2023, 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 January 30, 2023. 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 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Colleen E. Jay | 39,766,657 | 4,075,901 | 715,248 | 1,613,160 | ||||||||||
| William A. Kozy | 42,019,374 | 2,497,354 | 41,079 | 1,613,159 | ||||||||||
| Cynthia L. Lucchese | 44,463,064 | 54,789 | 39,954 | 1,613,159 | ||||||||||
| Teresa S. Madden | 42,728,418 | 1,790,079 | 39,310 | 1,613,159 | ||||||||||
| Gary S. Petersmeyer | 42,625,727 | 1,888,605 | 43,477 | 1,613,157 | ||||||||||
| Maria Rivas, M.D. | 43,907,703 | 611,456 | 38,648 | 1,613,159 | ||||||||||
| Robert S. Weiss | 41,059,527 | 3,372,737 | 125,545 | 1,613,157 | ||||||||||
| Albert G. White III | 44,073,234 | 444,409 | 40,165 | 1,613,158 | ||||||||||
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, 2023 was ratified.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 41,442,194 | 4,692,041 | 36,730 | - | ||||||||
Proposal 3 – Approval of 2023 Long-Term Incentive Plan
The stockholders approved the 2023 Long-Term Incentive Plan as presented in the Proxy Statement.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 40,877,146 | 3,661,540 | 19,120 | 1,613,160 | ||||||||
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 | ||||||||
| 38,372,939 | 6,140,111 | 44,755 | 1,613,161 | ||||||||
Proposal 5 – Advisory Vote on the Frequency of Presentation of Executive Compensation Program for an Advisory Vote of Stockholders
The stockholders approved, on an advisory basis, the annual presentation of a vote on the compensation of the Company’s Named Executive Officers as presented in the Proxy Statement. The voting results were as follows:
| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Vote | ||||||||||
| 44,220,260 | 33,863 | 272,783 | 30,900 | 1,613,160 | ||||||||||
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | ||||
| 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/ Nicholas S. Khadder
Nicholas S. Khadder
General Counsel & Secretary
Dated: March 16, 2023