Cooper-Standard holders back board, pay and auditor

Cooper-Standard Holdings Inc. held its Annual Meeting of Stockholders on May 14, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Cooper-Standard Holdings Inc. held its Annual Meeting of Stockholders on May 14, 2026. As of the record date, 17,755,284 shares of common stock were outstanding, with 13,947,561 shares present or represented by proxy and entitled to vote.

All nine director nominees, including John G. Boss and Jeffrey S. Edwards, were elected for one-year terms expiring at the 2027 annual meeting. Stockholders approved on an advisory basis the compensation of the named executive officers, with 9,724,429 votes for, 256,127 against, and 109,234 abstentions, plus 3,857,771 broker non-votes.

Investors also ratified the Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,835,496 votes for, 107,264 against, and 4,801 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 17,755,284 shares Shares represented: 13,947,561 shares Say-on-pay votes for: 9,724,429 votes +3 more

6 metrics

Shares outstanding 17,755,284 shares Common stock outstanding and eligible to vote as of record date

Shares represented 13,947,561 shares Common stock present or represented by proxy and entitled to vote

Say-on-pay votes for 9,724,429 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 256,127 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 13,835,496 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 107,264 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, advisory vote, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 14, 2026, Cooper Standard Holdings Inc. held its Annual Meeting of Stockholders."

Broker Non-Votes financial

"Name | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"The stockholders voted on an advisory basis to approve the compensation of the named executive officers."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Audit Committee financial

"ratify the appointment by the Company's Audit Committee of Ernst & Young LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cooper-Standard (CPS) shareholders approve at the 2026 annual meeting?

Shareholders re-elected all director nominees, approved executive pay on an advisory basis, and ratified Ernst & Young LLP as auditor for 2026. These votes confirm support for the company’s board, compensation programs, and choice of independent registered public accounting firm.

How many Cooper-Standard (CPS) shares were eligible and represented at the meeting?

As of the record date, 17,755,284 shares of common stock were outstanding and eligible to vote. Holders of 13,947,561 shares were present or represented by proxy, meaning a large majority of eligible shares participated in the 2026 annual meeting.

Did Cooper-Standard (CPS) shareholders approve executive compensation?

Yes. The advisory vote on named executive officer compensation received 9,724,429 votes for, 256,127 against, and 109,234 abstentions, with 3,857,771 broker non-votes. This result indicates overall shareholder support for the company’s disclosed executive pay program.

Who was elected to Cooper-Standard’s (CPS) board of directors in 2026?

Nine individuals were elected, including John G. Boss, Jeffrey S. Edwards, Richard J. Freeland, Adriana E. Macouzet-Flores, David J. Mastrocola, Christine M. Moore, Robert J. Remenar, Sonya F. Sepahban, and Stephen A. Van Oss, each serving a one-year term expiring at the 2027 meeting.

Which audit firm will serve Cooper-Standard (CPS) for fiscal year 2026?

Shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 13,835,496 for, 107,264 against, and 4,801 abstentions, showing strong support for the auditor choice.

Was there significant opposition to any Cooper-Standard (CPS) director nominee?

All nominees were elected, but vote levels varied. For example, John G. Boss received 9,766,784 votes for and 319,645 against, while some nominees, such as Richard J. Freeland, had higher opposition, with 6,040,021 for and 4,043,510 against, yet still secured election.

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Accepted by SEC EDGAR 05/15/2026 - 04:44 PM EDT

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) – May 14, 2026

COOPER-STANDARD HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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 if the Form 8-K filing 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 (17 CFR 240.14d-2(b))


☐			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:

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

Preferred Stock Purchase Rights

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).


Emerging growth company			☐

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

On May 14, 2026, Cooper Standard Holdings Inc. (the "Company") held its Annual Meeting of Stockholders. As of the record date, there were 17,755,284 shares of common stock outstanding and eligible to vote at the Annual Meeting. The holders of record of 13,947,561 shares of common stock were present or represented by proxy and entitled to vote at the meeting. The matters voted on at the Annual Meeting and the results of the vote were as follows:

Proposal 1. Election of Directors

The following individuals were elected to the board of directors for a term of one year, expiring at the 2027 Annual Meeting of Stockholders.


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes

John G. Boss	9,766,784	319,645	3,361	3,857,771
Jeffrey S. Edwards	9,659,814	426,652	3,324	3,857,771
Richard J. Freeland	6,040,021	4,043,510	6,259	3,857,771
Adriana E. Macouzet-Flores	6,377,515	3,706,209	6,066	3,857,771
David J. Mastrocola	9,641,629	444,876	3,285	3,857,771
Christine M. Moore	9,748,681	335,227	5,882	3,857,771
Robert J. Remenar	9,666,976	419,529	3,285	3,857,771
Sonya F. Sepahban	6,226,898	3,848,723	14,169	3,857,771
Stephen A. Van Oss	9,727,481	359,023	3,286	3,857,771

The nominations were made by the Board of Directors and no other nominations were made by any stockholder.

Proposal 2. Advisory Vote on Named Executive Officer Compensation

The stockholders voted on an advisory basis to approve the compensation of the named executive officers, as disclosed in the Proxy Statement.


Votes For	Votes Against	Abstentions	Broker Non-Votes
9,724,429	256,127	109,234	3,857,771

Proposal 3. Ratification of the Appointment of the Independent Registered Public Accounting Firm

The stockholders voted to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes
13,835,496	107,264	4,801

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.



						/S/ MARYANN PETERSON KANARY
Name:						MaryAnn Peterson Kanary
Title:						Senior Vice President, Chief Legal Officer and Secretary

Date: May 15, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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