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):  December 8, 2011

COOPER TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-04329	344297750
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Lima Avenue, Findlay, Ohio	45840
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 423-1321

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2011, the Board or Directors of Cooper Tire & Rubber Company (the "Company") elected Cynthia A. Niekamp as a new director, effective immediately for an initial term ending at the Company’s 2012 Annual Meeting of Stockholders. Ms. Niekamp will serve on the Company's Audit Committee.  Ms. Niekamp is currently the Senior Vice President, Automotive OEM Coatings of PPG Industries, Inc. (“PPG”).  In 2010, the Company purchased approximately $90,000 of products and services from PPG.  Through September 2011, the Company has purchased approximately $540,000 of products and services from PPG.  Such purchases were made in the ordinary course of each company’s business.  As a non-employee director, Ms. Niekamp will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in Exhibit 10(iii) to its Form 10-Q filed with the Securities and Exchange Commission (the “ SEC ”) on October 31, 2011.  A copy of the press release announcing this election is attached hereto as Exhibit 99.1.

     On December 13, 2011, the Company also entered into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. Niekamp (the “Indemnitee”). The Indemnification Agreement is substantially the same as the indemnification agreements into which the Company entered on December 18, 2006 with certain of its directors and executive officers. The Company previously reported its entry into indemnification agreements with certain of its directors and executive officers on a Current Report on Form 8-K filed with the SEC on December 20, 2006 (the “December 2006 8-K”).

     Generally, the Indemnification Agreement provides that the Company will indemnify the Indemnitee to the fullest extent permitted or required by Delaware law. The Indemnitee is not entitled to indemnification for any claim initiated by the Indemnitee against the Company or any Company director or officer unless the Company has joined in or consented to such claim. The Company will advance certain expenses to the Indemnitee prior to the final disposition of certain claims against the Indemnitee only if the Indemnitee executes and delivers to the Company an undertaking to repay any advanced amounts if she is ultimately determined to be not entitled to indemnification under the Indemnification Agreement. In certain situations, the Indemnitee will be required to meet certain statutory standards of conduct in order to be indemnified by the Company under the Indemnification Agreement. Pursuant to the Indemnification Agreement, the Company has agreed to refrain from amending its Restated Certificate of Incorporation or Bylaws to diminish the Indemnitee’s rights to indemnification provided by the Indemnification Agreement or other indemnity provisions. The Company has also agreed to use commercially reasonable efforts to maintain a minimum level of directors’ and officers’ liability insurance coverage for the directors and officers of the Company.

     The summary of the Indemnification Agreement described above is qualified in its entirety by reference to the form Indemnification Agreement for Directors and Officers filed by the Company as Exhibit 10.5 to the December 2006 8-K, which form Indemnification Agreement for Directors and Officers is incorporated herein by reference.

Item 8.01. Other Events.

     On December 8, 2011 the Company announced that an agreement had  been reached for the Company, through a new wholly-owned subsidiary, to acquire the assets of an existing tire plant in Krusevac, Serbia.  The transaction is expected to close during the first quarter of 2012 and is subject to regulatory approvals, confirmatory due diligence and other conditions.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

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 TIRE & RUBBER COMPANY
By:	/s/ Jack Jay McCracken
	Name: Jack Jay McCracken
	Title: Assistant Secretary

Date:  December 13, 2011

Exhibit Index

Exhibit
Number	Exhibit Description
99.1	Press Release, dated December 13, 2011
99.2	Press Release, dated December 8, 2011

EX-99.1

CONTACT:	Michelle Zeisloft	FOR IMMEDIATE RELEASE
	Cooper Tire	December 13, 2011
	(419) 423-1321
	mrzeisloft@coopertire.com

Cynthia Niekamp Named to Cooper Tire's Board of Directors

FINDLAY, OHIO, DECEMBER 13, 2011 – COOPER TIRE & RUBBER COMPANY (NYSE: CTB) announced today that Cynthia A. Niekamp has been named a member of the Board of Directors of the Company, effective immediately.

Niekamp is senior vice president of the automotive OEM coatings business of PPG Industries, Inc. (NYSE: PPG), a leading global coatings and specialty products company, a position she has held since 2010. She joined PPG in 2009 as vice president of the automotive OEM coatings business.

Niekamp served as vice president, president and general manager of BorgWarner TorqTransfer Systems from 2004 to 2008. Prior to joining BorgWarner, she served as senior vice president and chief financial officer of MeadWestvaco Corporation. During her nine years with Mead and Westvaco, Niekamp held a variety of positions of increasing responsibility in the company's specialty business units, including the Specialty Paper Division and the Specialty Chemicals Division.

From 1990 to 1995, she served as managing director, director of operations, and vice president and director of planning and business development for TRW, Inc.'s Transportation Systems business unit, Technar subsidiary, and Engine and Aftermarket Group, respectively. From 1978 to 1990, she held various management and engineering roles with General Motors.

Niekamp earned a B.S. degree in industrial engineering from Purdue University, West Lafayette, Ind., and an MBA from Harvard University, Cambridge, Mass.

Cooper's Chairman, President and CEO Roy Armes said, "Cindy brings tremendous experience and knowledge to our company. Her understanding of the manufacturing industry, from plant floor experience to long-range strategic planning in global businesses makes her a valuable addition to Cooper's board of directors.  We look forward to her contributions as a key member of our team."

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company (Cooper) is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies, located in 10 countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire, www.twitter.com/coopertire.

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EX-99.2

CONTACT:	Curtis Schneekloth	FOR IMMEDIATE RELEASE
	Cooper Tire	December 8, 2011
	(419) 423-1321
	cwschneekloth@coopertire.com

Cooper Tire Acquires Assets of Serbian Plant

FINDLAY, OHIO, DECEMBER 8, 2011 – COOPER TIRE & RUBBER COMPANY (NYSE: CTB) announced today it has signed an agreement to acquire the assets of an existing tire plant in Kruševac, Serbia.  Located approximately 200 kilometers south of the Serbian capital of Belgrade, Kruševac provides an excellent location to supply tires to the European and Russian markets.

The new wholly-owned subsidiary, which will be known as Cooper Tire Serbia will complement Cooper's well-established European operations and product offerings, including the high performance tires manufactured at the Company's Melksham, England, facility.  It is a logical next step in the high quality, cost-effective manufacturing footprint underpinning Cooper's strategy of profitable top-line growth.

Including an initial investment of approximately €13 million and with the Serbian government supporting the project in several ways, the Company plans to invest over €50 million in the operations over the next three years. The support from the Serbian government could total a possible €10 million if certain goals are achieved.  Hal Miller, President of Cooper's International Tire Segment, said, "The Serbian government is very supportive of this transaction and promoted the benefits of the location, the labor force and the competiveness in the region.  As a global tire company, developing this well-situated source of quality supply will benefit customers, employees and our shareholders. We are extremely excited about the momentum we are building and the role this operation will play in our future."

In addressing the timetable for the new operations, Julian Baldwin, Vice President and Managing Director of Cooper European Operations, commented, "We look forward to working with the experienced local work force in preparing to produce tires in Krusevac.  The plant will initially employ 400, with plans to grow to a production capacity of three million tires with 600 to 700 employees within three years.  There is room for even greater capacity with further investment in the business."

The transaction is expected to close during the first quarter of 2012 and is subject to regulatory approvals, confirmatory due diligence and other conditions.

About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company (Cooper) is the parent company of a global family of companies that specialize in the design, manufacture, marketing, and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. Cooper's headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design facilities within its family of companies, located in 10 countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire, www.twitter.com/coopertire.

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