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 14, 2016
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-8597 |
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94-2657368 |
| (State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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 14, 2016, 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 Securities and Exchange Commission (“SEC”) on January 29, 2016. Each of the proposals was approved by the stockholders as set forth below.
Proposal 1 – Election of Directors
The following individuals were elected to serve as directors of Cooper until the 2017 Annual Meeting of Stockholders and until their successors
have been duly elected and qualified. The voting results were as follows:
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| Nominee |
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For |
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Against |
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Abstain |
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Broker
Non-Vote |
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| A. Thomas Bender (Chairman) |
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38,231,435 |
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4,622,845 |
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137,683 |
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1,443,778 |
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| Michael H. Kalkstein |
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37,984,104 |
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4,999,505 |
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8,354 |
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1,443,778 |
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| Jody S. Lindell |
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38,340,280 |
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4,645,661 |
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6,028 |
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1,443,772 |
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| Gary S. Petersmeyer |
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38,382,919 |
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4,602,088 |
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6,955 |
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1,443,779 |
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| Allan E. Rubenstein, M.D.
(Vice-Chairman and Lead Director) |
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36,604,268 |
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6,378,722 |
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8,972 |
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1,443,779 |
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| Robert S. Weiss |
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38,438,648 |
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4,544,690 |
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8,625 |
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1,443,778 |
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| Stanley Zinberg, M.D. |
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37,963,999 |
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5,019,996 |
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7,968 |
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1,443,778 |
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Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31,
2016 was ratified. The voting results were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Vote |
| 44,163,450 |
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267,726 |
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4,565 |
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— |
Proposal 3 – Approval of the Amendment and Restatement of the 2007 Long-Term Incentive Plan
The amendment and restatement of the 2007 Long-Term Incentive Plan to add 1,700,000 shares to the total shares reserved for grant was adopted. The voting
results were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Vote |
| 40,494,168 |
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2,486,102 |
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11,691 |
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1,443,780 |
Proposal 4 – Advisory Vote on Executive Compensation
The stockholders adopted, on an advisory basis, a resolution approving the compensation of Cooper’s Named Executive Officers as presented
in the Proxy Statement. The voting results were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Vote |
| 37,459,783 |
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5,415,182 |
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116,997 |
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1,443,779 |
| ITEM 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit
No. |
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Description |
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| 99.1 |
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Press Release dated March 14, 2016 regarding the Cooper Annual Meeting of Stockholders |
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.
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| THE COOPER COMPANIES, INC. |
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| By: |
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/s/ Carol R. Kaufman |
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Carol R. Kaufman |
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Executive Vice President, Secretary, Chief Administrative Officer & Chief Governance Officer |
Dated: March 16, 2016
EXHIBIT INDEX
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| Exhibit
No. |
|
Description |
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| 99.1 |
|
Press Release dated March 14, 2016 regarding the Cooper Annual Meeting of Stockholders |
