Form 8-K

 

 

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 17, 2014

 

 

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))

 

 

 


ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On March 17, 2014, 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 January 31, 2014. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 – Election of a Board of Eight Directors

The following individuals were elected to serve as directors of Cooper until the 2015 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)

   41,379,884    879,632    32,880    1,783,951

Michael H. Kalkstein

   41,395,719    863,868    32,808    1,783,952

Jody S. Lindell

   41,780,379    479,461    32,556    1,783,951

Gary S. Petersmeyer

   41,825,111    433,312    33,973    1,783,951

Steven Rosenberg

   41,370,383    888,021    33,991    1,783,952

Allan E. Rubenstein, M.D.
(Vice-Chair & Lead Director)

   41,390,101    867,903    34,391    1,783,952

Robert S. Weiss

   41,492,408    766,719    33,268    1,783,952

Stanley Zinberg, M.D.

   41,381,392    876,397    34,607    1,783,951

Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2014

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2014 was ratified. The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

43,494,290

  532,416   49,610   31

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

41,875,090

  263,876   153,460   1,783,921

 

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1    Press Release dated March 17, 2014 regarding Cooper Annual Stockholder Meeting


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.

 

THE COOPER COMPANIES, INC.
By:  

/s/ Carol R. Kaufman

  Carol R. Kaufman
  Executive Vice President, Secretary, Chief Administrative Officer & Chief Governance Officer

Dated: March 19, 2014


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release dated March 17, 2014 regarding Cooper Annual Stockholder Meeting