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) – August 23, 2021
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36127 | | 20-1945088 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | |
| 40300 Traditions Drive | Northville | Michigan | 48168 |
| (Address of principal executive offices) | | | (Zip code) |
Registrant’s telephone number, including area code (248) 596-5900
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | CPS | | New York Stock Exchange |
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).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2021, Rebecca (Becky) McCabe was appointed as Vice President, Chief Accounting Officer of Cooper-Standard Holdings Inc. (the “Company”) to be effective as of September 13, 2021.
In connection with Ms. McCabe’s appointment, the Compensation Committee approved the following compensation actions for Ms. McCabe: (i) an annualized base salary increase from $243,000 to $300,000; (ii) an Annual Incentive Award 2021 target increase from 35% of base salary to 40% of base salary; (iii) a long-term incentive target increase for the 2021-2023 period from $120,000 to $140,000; and (iv) a special one-time grant of a combination of stock options and restricted stock units under the 2021 Omnibus Incentive Plan equal in value to $20,000. There is no family relationship between Ms. McCabe and any director or executive officer of the Company, and Ms. McCabe has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Peter Brusate resigned as Vice President, Corporate Controller and Chief Accounting Officer of the Company, to be effective at the close of business on September 10, 2021, in order to pursue other career opportunities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:
Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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-Standard Holdings Inc.
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| | /s/ Joanna M. Totsky |
| Name: | | Joanna M. Totsky |
| Title: | | Senior Vice President, Chief Legal Officer and Secretary |
Date: August 27, 2021
