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): May 11, 2012

 

 

COOPER TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware 001-04329 344297750
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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   5.07 Submission of Matters to a Vote of Security Holders.

 

 

 

Cooper Tire & Rubber Company (the “Company”) held its Annual Meeting of Stockholders on May 11, 2012 (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 27, 2012.

 

 1.  The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2013.  The voting results were as follows:

 

NOMINEE

 

VOTES FOR

VOTES

 WITHHOLD

BROKER

NON-VOTES

Steven M. Chapman

John J. Holland

John F. Meier

Cynthia A. Niekamp

John H. Shuey

Richard L. Wambold

49,330,152

49,034,063

48,406,141

49,290,460

48,668,542

48,948,623

986,539

1,282,628

1,910,550

1,026,231

1,648,149

1,368,068

7,982,989

7,982,989

7,982,989

7,982,989

7,982,989

7,982,989

       

 

2.   Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2012.  The voting results were as follows:

 

 VOTES FOR VOTES AGAINST VOTES ABSTAINED  
56,641,137 1,498,204 160,339  

 

 

 

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
46,696,154 2,784,346 836,191

7,982,989

 

 

 
 

  

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: May 15, 2012