8-K

 

 

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, 2019

 

 

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.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588

(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))

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, 2019, 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 1, 2019. 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 2019 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)

     39,906,806        4,196,880        49,916      1,538,977

Colleen E. Jay

     43,370,050        749,081        34,471      1,538,977

Michael H. Kalkstein

     36,468,333        7,648,614        36,655      1,538,977

William A. Kozy

     43,342,356        775,956        35,289      1,538,978

Jody S. Lindell

     42,890,090        1,228,667        34,846      1,538,976

Gary S. Petersmeyer

     43,834,560        284,514        34,528      1,538,977

Allan E. Rubenstein, M.D. (Vice-Chairman and Lead Director)

     36,766,974        7,351,253        35,374      1,538,978

Robert S. Weiss

     43,148,819        969,236        35,546      1,538,978

Albert G. White III

     43,592,826        525,789        34,987      1,538,977

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, 2019 was ratified.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

42,337,527

  3,321,127   33,925   -0-

Proposal 3 – Approval of the 2019 Employee Stock Purchase Plan

The stockholders approved, as presented, the 2019 Employee Stock Purchase Plan.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

44,082,846

  61,853   8,906   1,538,975

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

41,692,518

  2,416,779   44,306   1,538,977


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/ Randal L. Golden
  Randal L. Golden
  Vice President, Secretary & General Counsel

Dated: March 21, 2019