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Section 1: 8-K (8-K)

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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 3, 2019
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
 
 
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))

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 5.07 Submission of Matters to a Vote of Security Holders.

Cooper Tire & Rubber Company (the “Company”) held its Annual Meeting of Stockholders on May 3, 2019 (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 21, 2019.

1.  The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2020.  The voting results were as follows:
NOMINEE
VOTES FOR
VOTES WITHHELD
BROKER NON-VOTES
Thomas P. Capo
42,031,845
1,069,060
3,745,909
Steven M. Chapman
42,042,938
1,057,967
3,745,909
Susan F. Davis
42,506,638
594,267
3,745,909
Kathryn P. Dickson
42,564,458
536,447
3,745,909
John J. Holland
41,774,568
1,326,337
3,745,909
Bradley E. Hughes
42,313,026
787,879
3,745,909
Tracey I. Joubert
42,385,437
715,468
3,745,909
Gary S. Michel
42,354,358
746,547
3,745,909
Brian C. Walker
42,564,620
536,285
3,745,909
Robert D. Welding
41,856,103
1,244,802
3,745,909

2. Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2019.  The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
45,155,339
1,625,702
65,773
3. The non-binding advisory resolution on the Company's named executive officer compensation was approved.  The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
39,622,797
3,224,564
253,544
3,745,909






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
May 7, 2019
 
 
By:    /s/ Jack Jay McCracken                                                   
 
 
 
Name: Jack Jay McCracken
 
 
 
Title: Vice President, Assistant General Counsel & Assistant Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

                            
                    

                                
                                


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