cps-202206070001320461false00013204612022-06-072022-06-07
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) – June 7, 2022
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36127 | | 20-1945088 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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40300 Traditions Drive, | Northville | Michigan | 48168 |
(Address of principal executive offices) | | | (Zip code) |
Registrant’s telephone number, including area code (248) 596-5900
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | CPS | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amy Kulikowski was appointed as Vice President, Chief Accounting Officer of Cooper-Standard Holdings Inc. (the “Company”) to be effective as of July 11, 2022.
In connection with Ms. Kulikowski’s appointment, the Compensation Committee approved the following compensation actions for Ms. Kulikowski: (i) an annualized base salary increase from $257,500 to $300,000; (ii) an Annual Incentive Award 2022 target increase from 35% of base salary to 40% of base salary; (iii) a long-term incentive target increase for the 2022-2024 period from $120,000 to $140,000; and (iv) a special one-time grant of restricted stock units under the 2021 Omnibus Incentive Plan equal in value to $20,000.
Rebecca (Becky) McCabe resigned as Vice President, Chief Accounting Officer of the Cooper-Standard Holdings Inc. (the “Company”), to be effective at the close of business on July 8, 2022, in order to pursue other career opportunities in another industry.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
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.
Cooper-Standard Holdings Inc.
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| | /s/ Joanna M. Totsky |
| Name: | | Joanna M. Totsky |
| Title: | | Senior Vice President, Chief Legal Officer and Secretary |
Date: June 13, 2022