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 16, 2015

 

 

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))

 

 

 

---

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On March 16, 2015, 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 30, 2015. 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 2016 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)			41,668,648				354,832				44,481				1,843,499
Michael H. Kalkstein			41,490,375				533,265				44,320				1,843,500
Jody S. Lindell			41,761,192				262,301				44,469				1,843,498
Gary S. Petersmeyer			41,925,338				99,249				43,373				1,843,500
Steven Rosenberg			41,450,095				573,281				44,585				1,843,499
Allan E. Rubenstein, M.D.			40,506,243				1,516,149				45,569				1,843,499
(Vice-Chairman and Lead Director)
Robert S. Weiss			41,789,305				235,143				43,513				1,843,499
Stanley Zinberg, M.D.			41,488,676				535,855				43,431				1,843,498

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, 2015 was ratified. The voting results were as follows:

 

For				Against				Abstain				Broker Non-Vote
	43,537,376				328,957				45,127				-0-

Proposal 3 – 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
	41,152,611				859,518				55,829				1,843,502

 

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated March 16, 2015 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.

 

Dated: March 18, 2015

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 16, 2015 regarding the Cooper Annual Meeting of Stockholders