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COO > SEC Filings for COO > Form 8-K on 22-Mar-2013All Recent SEC Filings

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Form 8-K for COOPER COMPANIES INC


22-Mar-2013

Submission of Matters to a Vote of Security Holders, Financial Statements an


ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On March 21, 2013, 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 SEC on February 5, 2013. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 - Election of a Board of Nine Directors

The following individuals were elected to serve as directors of Cooper until the
2014 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)               41,831,881        1,117,993        29,629              2,045,501
Michael H. Kalkstein                      41,840,587        1,108,849        30,066              2,045,502
Jody S. Lindell                           42,279,730          669,137        30,636              2,045,501
Gary S. Petersmeyer                       42,879,625           68,154        31,723              2,045,502
Donald Press                              41,821,890        1,126,822        30,790              2,045,502
Steven Rosenberg                          41,822,126        1,126,948        30,428              2,045,502
Allan E. Rubenstein, M.D.
(Vice-Chair & Lead Director)              41,824,565        1,125,404        29,534              2,045,501
Robert S. Weiss                           41,859,323        1,090,693        29,486              2,045,502
Stanley Zinberg, M.D.                     41,835,036        1,125,040        29,534              2,035,394

Proposal 2 - Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2013

The appointment of KPMG LLP to serve as Cooper's independent registered public accounting firm for the fiscal year ending October 31, 2013 was ratified. The voting results were as follows:

For Against Abstain Broker Non-Vote 44,365,732 615,513 33,652 10,107

Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers

The stockholders adopted, on an advisory basis, a resolution approving the Company's compensation of the Named Executive Officers as presented in the Proxy Statement. The voting results were as follows:

For Against Abstain Broker Non-Vote 42,053,622 786,281 139,599 2,045,502



ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

99.1         Press Release dated March 22, 2013 regarding Cooper Annual Stockholder
             Meeting


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