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 21, 2013

 

 

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))

 

 

 

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ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On March 21, 2013, 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 SEC on February 5, 2013. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 – Election of a Board of Nine Directors

The following individuals were elected to serve as directors of Cooper until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The voting results were as follows:

 

Nominee		For				Against				Abstain				Broker Non-Vote
A. Thomas Bender (Chairman)			41,831,881				1,117,993				29,629				2,045,501
Michael H. Kalkstein			41,840,587				1,108,849				30,066				2,045,502
Jody S. Lindell			42,279,730				669,137				30,636				2,045,501
Gary S. Petersmeyer			42,879,625				68,154				31,723				2,045,502
Donald Press			41,821,890				1,126,822				30,790				2,045,502
Steven Rosenberg			41,822,126				1,126,948				30,428				2,045,502
Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director)			41,824,565				1,125,404				29,534				2,045,501
Robert S. Weiss			41,859,323				1,090,693				29,486				2,045,502
Stanley Zinberg, M.D.			41,835,036				1,125,040				29,534				2,035,394

Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2013

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2013 was ratified. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Vote
44,365,732		615,513		33,652		10,107

Proposal 3 – Advisory Vote on the Compensation of Named Executive Officers

The stockholders adopted, on an advisory basis, a resolution approving the Company’s compensation of the Named Executive Officers as presented in the Proxy Statement. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Vote
42,053,622		786,281		139,599		2,045,502

 

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated March 22, 2013 regarding Cooper Annual Stockholder Meeting

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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.

 

Dated: March 22, 2013

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 22, 2013 regarding Cooper Annual Stockholder Meeting