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CTB > SEC Filings for CTB > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for COOPER TIRE & RUBBER CO

Form 8-K for COOPER TIRE & RUBBER CO


29-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vot


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described in Item 5.07 below, on May 23, 2014 at the Cooper Tire & Rubber Company (the "Company") Annual Meeting of Stockholders (the "Annual Meeting"), the Company's stockholders approved the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan (the "2014 Plan").

The 2014 Plan was approved by the Company's Board of Directors, subject to stockholder approval, on March 20, 2014. The 2014 Plan replaces the Cooper Tire & Rubber Company 2010 Incentive Compensation Plan and enables the Company to grant equity-based and/or incentive-based awards to help the Company attract, motivate and retain high quality employees and non-employee directors.

Information regarding the terms of the 2014 Plan can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2014 (the "Proxy Statement"), under the caption "Agenda Item 3 - Proposal to Approve the 2014 Incentive Compensation Plan" ("Agenda Item 3"). The description of the 2014 Plan set forth above is a summary only and is qualified in its entirety by reference to Agenda Item 3 and to the full text of the 2014 Plan in Appendix A to the Proxy Statement, both of which are incorporated by reference herein.



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

The Company held its Annual Meeting on May 23, 2014. 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 Proxy Statement.

1. The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2015. The voting results were as follows:

                                         VOTES          BROKER
     NOMINEE          VOTES FOR         WITHHOLD       NON-VOTES
Roy V. Armes           44,689,945       4,049,333       7,395,224
Thomas P. Capo         47,067,573       1,671,705       7,395,224
Steven M. Chapman      46,649,106       2,090,172       7,395,224
John J. Holland        46,368,479       2,370,799       7,395,224
John F. Meier          46,441,782       2,297,496       7,395,224
John H. Shuey          46,459,444       2,279,834       7,395,224
Richard L. Wambold     46,661,718       2,077,560       7,395,224
Robert D. Welding      46,931,263       1,808,015       7,395,224

2. Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2014. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED
53,873,306 1,449,287 811,909

3. The Cooper Tire & Rubber Company 2014 Incentive Compensation Plan was approved. The voting results were as follows:

VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
39,225,562 8,714,994 798,722 7,395,224

4. 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
44,164,712 2,540,300 2,034,266 7,395,224



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 The following sections of Cooper Tire & Rubber Company's Proxy Statement filed April 10, 2014 (File No. 001-04329) are incorporated herein by reference: Agenda Item 3 - Proposal to Approve the 2014 Incentive Compensation Plan and Appendix A - Cooper Tire & Rubber Company 2014 Incentive Compensation Plan

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