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(Address of principal executive offices, including Zip Code)
(i925) i460-3600
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, $.10 par value
iCOO
iThe New York Stock Exchange
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 i☐
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.
