--- 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" generated_at: "2026-06-14T15:45:21.831828+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # Cooper-Standard's Chief Legal Officer Totsky resigns; all director nominees elected at AGM ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: negative - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 5.02, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001320461-23-000103 - JSON: https://secwatch.observer/filing/0001320461-23-000103.json - Plain text: https://secwatch.observer/filing/0001320461-23-000103.txt ## Key facts - Executive change 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes 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 source text: The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the proxy statement. evidence_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes 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 source text: The stockholders voted to approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan. evidence_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes Cooper-Standard Holdings Inc. shareholders approved Election of Directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1320461/000132046123000103/0001320461-23-000103-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.