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)

 

 

 

Delaware		1-8597		94-2657368
(State or other jurisdiction of incorporation)		(Commission File Number)		(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))

 

 

 

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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:

 

Nominee		For				Against				Abstain				Broker Non-Vote
A. Thomas Bender (Chairman)			38,231,435				4,622,845				137,683				1,443,778
Michael H. Kalkstein			37,984,104				4,999,505				8,354				1,443,778
Jody S. Lindell			38,340,280				4,645,661				6,028				1,443,772
Gary S. Petersmeyer			38,382,919				4,602,088				6,955				1,443,779
Allan E. Rubenstein, M.D. (Vice-Chairman and Lead Director)			36,604,268				6,378,722				8,972				1,443,779
Robert S. Weiss			38,438,648				4,544,690				8,625				1,443,778
Stanley Zinberg, M.D.			37,963,999				5,019,996				7,968				1,443,778

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:

 

For		Against		Abstain		Broker Non-Vote
44,163,450		267,726		4,565		—

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:

 

For		Against		Abstain		Broker Non-Vote
40,494,168		2,486,102		11,691		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:

 

For		Against		Abstain		Broker Non-Vote
37,459,783		5,415,182		116,997		1,443,779

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ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated March 14, 2016 regarding the Cooper Annual Meeting of Stockholders

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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.

 

Dated: March 16, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 14, 2016 regarding the Cooper Annual Meeting of Stockholders