8-K
filed May 24, 2023, 7:59 PM ET
ticker CPS
CIK 0001320461
other material
confidence high
sentiment negative
materiality 0.45
Cooper-Standard's Chief Legal Officer Totsky resigns; all director nominees elected at AGM
Cooper-Standard Holdings Inc.
- Joanna Totsky, SVP, Chief Legal & Transformation Officer and Secretary, resigns effective June 16, 2023, to pursue another opportunity.
- All 10 director nominees elected with ~10M votes for each; no replacement for Totsky announced.
- Advisory say-on-pay approved with 9.25M votes for, 493K against; frequency set to every year.
- Shareholders ratified Ernst & Young as auditor for FY2022 (14.09M for, 8.9K against).
- Amended & Restated 2021 Omnibus Incentive Plan and Section 382 Rights Agreement both approved.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joanna M. Totsky resigned as Senior Vice President, Chief Legal and Transformation Officer and Secretary at Cooper-Standard Holdings Inc..
- Action
- resigned
- Role
- Senior Vice President, Chief Legal and Transformation Officer and Secretary
Exact text from the filing
On May 23, 2023, Ms. Joanna M. Totsky, the Senior Vice President, Chief Legal and Transformation Officer and Secretary of Cooper-Standard Holdings Inc. (the "Company"), notified the Board of Directors that she will be resigning from the Company, effective June 16, 2023, to pursue another opportunity outside of the automotive industry.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Compensation at the 2023-05-18 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders voted on an advisory basis to hold future advisory votes on the compensation of the Company’s named executive officers every year.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2023-05-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the proxy statement.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Approval of the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan at the 2023-05-18 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders voted to approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm at the 2023-05-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders voted to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Election of Directors at the 2023-05-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The following individuals were elected to the Board of Directors for a term of one year, expiring at the 2023 Annual Meeting of stockholders.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cooper-Standard Holdings Inc. shareholders approved Ratification of the Company’s Section 382 Rights Agreement, dated as of November 7, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc. at the 2023-05-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The stockholders voted to approve the Company’s Section 382 Rights Agreement, dated as of November 7, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc.
View on SEC.gov
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