{"schema_version":"secwatch.filing_event.v1","accession":"0001320461-23-000103","form_type":"8-K","ticker":"CPS","cik":"0001320461","company_name":"Cooper-Standard Holdings Inc.","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.370865+00:00","generated_at":"2026-06-14T15:45:21.831828+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.45,"calibrated_materiality_score":0.45,"confidence":"high","headline":"Cooper-Standard's Chief Legal Officer Totsky resigns; all director nominees elected at AGM","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001320461-23-000103","json":"https://secwatch.observer/filing/0001320461-23-000103.json","markdown":"https://secwatch.observer/filing/0001320461-23-000103.md","text":"https://secwatch.observer/filing/0001320461-23-000103.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/cps-20230518.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T15:45:21.831828+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"be377da3fb","claim":"Joanna M. Totsky resigned as Senior Vice President, Chief Legal and Transformation Officer and Secretary at Cooper-Standard Holdings Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Senior Vice President, Chief Legal and Transformation Officer and Secretary"}],"fact_type":"executive_change"},{"claim_id":"3be4a2cc7cc5d0edd773547fbace3703077e2da1","claim":"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.","evidence_excerpt":"The stockholders voted on an advisory basis to hold future advisory votes on the compensation of the Company’s named executive officers every year.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"5249bfd0d776cdaeaa2d80fd2718e54cf8220dee","claim":"Cooper-Standard Holdings Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2023-05-18 meeting.","evidence_excerpt":"The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the proxy statement.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"7c6d04a191986bdd45ceae1cc6d01aaa380c3568","claim":"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.","evidence_excerpt":"The stockholders voted to approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"a0bf1e296887100b2bb1e49be831185eedf69bb5","claim":"Cooper-Standard Holdings Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm at the 2023-05-18 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"dab86c28fc2bd8d99e6b9651e4dce8e058b32d1d","claim":"Cooper-Standard Holdings Inc. shareholders approved Election of Directors at the 2023-05-18 meeting.","evidence_excerpt":"The following individuals were elected to the Board of Directors for a term of one year, expiring at the 2023 Annual Meeting of stockholders.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"df4bfd865b4dcd9a7ab55657a9e05d6739a1cd0e","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}