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Section 1: 8-K (FORM 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):   May 6, 2016

 

Cooper Tire & Rubber Company

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-04329   344297750
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. 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 5.07Submission of Matters to a Vote of Security Holders.

 

Cooper Tire & Rubber Company (the “Company”) held its Annual Meeting of Stockholders on May 6, 2016 (the “Annual Meeting”). The following are the final voting results on proposals considered and voted upon by stockholders at the Annual Meeting, all of which are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed March 23, 2016.

 

1.The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2017. The voting results were as follows:

 

NOMINEE   VOTES FOR   VOTES WITHHOLD   BROKER NON-VOTES
Roy V. Armes   45,243,565   474,805   4,999,764
             
Thomas P. Capo   45,328,246   390,124   4,999,764
             
Steven M. Chapman   44,689,279   1,029,091   4,999,764
             
Susan F. Davis   45,334,250   384,120   4,999,764
             
John J. Holland   45,204,181   514,189   4,999,764
             
John F. Meier   44,512,986   1,205,384   4,999,764
             
Gary S. Michel   45,332,532   385,838   4,999,764
             
John H. Shuey   45,042,947   675,423   4,999,764
             
Robert D. Welding   44,556,712   1,161,658   4,999,764

 

2.Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  The voting results were as follows:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAINED
49,807,880   790,115   120,139

 

3.The non-binding advisory resolution on the Company’s executive compensation was approved. The voting results were as follows:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
42,984,668   2,388,475   345,227   4,999,764

 

 

 

 

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.

 

Date: May 9, 2016 COOPER TIRE & RUBBER COMPANY
     
     
  By:  /s/ Jack Jay McCracken  
    Jack Jay McCracken
Assistant General Counsel and Assistant Secretary

 

 

 

 

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