8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):					January 10, 2021
Cooper Tire & Rubber Company
(Exact name of registrant as specified in its charter)
Delaware			001-04329		34-4297750
(State or other jurisdiction of incorporation)			(Commission File Number)		(I.R.S Employer Identification No.)
701 Lima Avenue,	Findlay,	Ohio	419-	423-1321	45840
(Address of principal executive offices)			(Registrant's telephone number)		(Zip Code)
			Not Applicable
			(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1 par value per share			CTB		New York Stock Exchange
(Title of Each Class)			(Trading Symbol)		(Name of Each Exchange on which Registered)

Check the appropriate box below if the Form 8-K filing 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 (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ☐

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.

On January 10, 2021, the Board of Directors (“Board”) of Cooper Tire & Rubber Company (the “Company”) elected Tyrone M. Jordan as a new director, effective immediately, for an initial term ending at the Company’s 2021 Annual Meeting of Stockholders or until his earlier resignation or removal. Mr. Jordan is not being appointed to any committees at this time. Mr. Jordan is the former President and Chief Operating Officer of DURA Automotive System, LLC. The Board has determined that, as of January 10, 2021, Mr. Jordan satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange.

As a non-employee director, Mr. Jordan will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed on March 26, 2020 with the Securities and Exchange Commission (the “SEC”).

On January 10, 2021, the Company also entered into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Jordan. The Indemnification Agreement is substantially the same as the form indemnification agreement for directors and executive officers that is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2006.

Item 7.01 Regulation FD Disclosure.

On January 11, 2021, the Company issued a press release (the “Press Release”) announcing the election of Mr. Jordan as a new director of the Company. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, as well as Exhibit 99.1, shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated January 11, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated:	Cooper Tire & Rubber Company
January 11, 2021	By: /s/ Jack Jay McCracken
	Name: Jack Jay McCracken
	Title: Vice President, Assistant General Counsel & Assistant Secretary

EX-99.1

NEWS Tyrone Michael (T.J.) Jordan Named to Cooper Tire Board of Directors FINDLAY, Ohio, January 11, 2021 – The Board of Directors of Cooper Tire & Rubber Company (NYSE: CTB) has named Tyrone Michael (T.J.) Jordan a director of the company effective January 10. Jordan is the former President and Chief Operating Officer of DURA Automotive Systems, a leading tier one automotive supplier of electric/hybrid systems, advanced driver-assistance systems, mechatronics, lightweight structural systems, and luxury trim systems for premier automotive brands. In this role he was responsible for strategic growth and operational initiatives across the global enterprise. Under his leadership, DURA instituted new electric vehicle/hybrid smart technologies and an operational excellence transformation strategy to ensure the efficiency and flexibility needed to thrive during the next technological period of mobility evolution. Jordan joined DURA in 2015 following a career of more than three decades, which included leadership roles with General Motors and United Technologies Corporation. During his 25-year tenure with General Motors, which included living internationally in Brazil, China and Mexico, he held positions of increasing responsibility in operations, purchasing, technology, business development, strategy, mergers and acquisitions, and engineering. His most recent role there was Executive Vice President, Global Operations and Customer Experience. Jordan also served for five years with United Technologies Corporation in leadership roles that included Senior Vice President, Global Operations and Supply Chain. He received his Executive Aerospace & Defense Master of Business Administration (ADMBA) in Operations, Strategy & Finance from the University of Tennessee, a degree in Pre-law from Eastern Michigan University and a degree in Industrial Engineering Technology from Purdue University. Jordan also currently serves on the Boards of Directors of TPI Composites, Inc., Oshkosh Corporation, Trinity Industries, Inc., and on the Dean’s Advisory Board of the College of Business of Eastern Michigan University. Cooper Board Chairman John J. Holland said, “T.J. is an accomplished and forward-thinking senior executive with significant experience in the automotive industry. We look forward to leveraging his automotive industry and operations leadership experience as Cooper continues to execute its strategic priorities and works to meet consumer demand for high-quality Cooper tires. We welcome T.J. to the board and look forward to his valuable counsel and insights.” ### About Cooper Tire & Rubber Company Cooper Tire & Rubber Company (NYSE: CTB) is the parent company of a global family of companies that specializes in the design, manufacture, marketing and sale of passenger car, light truck, medium truck, motorcycle and racing tires. Cooper’s headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design operations within its family of companies located in more than one dozen countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire. Media Contact: Anne Roman 419-429-7189 alroman@coopertire.com Investor Contact: Jerry Bialek 419-424-4165 investorrelations@coopertire.com

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Cover Page	Jan. 11, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 10, 2021
Entity Registrant Name	Cooper Tire & Rubber Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-04329
Entity Tax Identification Number	34-4297750
Entity Address, Address Line One	701 Lima Avenue,
Entity Address, City or Town	Findlay,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45840
City Area Code	419-
Local Phone Number	423-1321
Title of 12(b) Security	Common Stock, $1 par value per share
Trading Symbol	CTB
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000024491
Amendment Flag	false