Cooper-Standard Holdings Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 14, 2026. Holders of 17,755,284 shares of common stock as of March 20, 2026 may vote to elect nine directors, approve a say-on-pay advisory resolution, and ratify Ernst & Young LLP as independent auditor for 2026.
The proxy highlights 2025 as the company’s strongest operational year, with margin expansion, positive cash flow and a 24% increase in operating income versus 2024, plus $298 million in net new business awards, 74% from innovation products. The Board emphasizes strong governance, with eight of nine director nominees independent, fully independent key committees, active risk oversight, and an enterprise risk management framework. Executive pay is positioned as pay-for-performance, using Adjusted EBITDA and Free Cash Flow in annual incentives and performance-based long-term equity, with changes informed by shareholder outreach after lower say-on-pay support in 2025. The proxy also stresses sustainability leadership, including repeated recognition by Newsweek and USA Today for responsibility and climate performance.
Cooper-Standard Holdings Inc: The Vanguard Group filed an amended Schedule 13G/A reporting beneficial ownership of 0 shares of Common Stock, representing 0%. The filing states this follows an internal realignment on January 12, 2026 under SEC Release No. 34-39538, with certain Vanguard subsidiaries reporting separately.
Cooper-Standard Holdings Inc. director David John Mastrocola reported three open-market purchases of common stock through a trust. Across March 11–13, the trust bought a total of 6,885 shares at prices ranging from $29.77 to $31.00 per share.
After these transactions, the trust’s indirect holdings increased to 25,000 shares of Cooper-Standard common stock. One trading day’s price of $29.77 is disclosed as a weighted-average price for multiple trades between $29.25 and $30.25.
Cooper-Standard Holdings Inc. announced a major refinancing in which its subsidiary Cooper-Standard Automotive Inc. issued $1,100,000,000 of 9.250% Senior Secured First Lien Notes due 2031. These notes are secured by substantially all domestic fixed assets on a first-priority basis and certain working-capital assets on a second-priority basis and are guaranteed by key subsidiaries.
The company used the note proceeds, together with cash on hand, to redeem in full $616.9 million of 13.50% Cash Pay / PIK Toggle Senior Secured First Lien Notes due 2027, $391.8 million of 5.625% Cash Pay / 10.625% PIK Toggle Senior Secured Third Lien Notes due 2027, and $42.6 million of 5.625% Senior Notes due 2026, leaving no existing notes outstanding.
The issuer also entered into an amendment to its asset-based lending facility that updates guarantor structures and certain negative covenants, further aligning its revolving credit arrangements with the new secured notes and collateral framework.
Cooper-Standard Holdings Inc. reported that officer MaryAnn Peterson Kanary had restricted stock units (RSUs) vest on March 1, 2026 under the company’s 2021 Omnibus Incentive Plan. RSU tranches of 3,897 and 5,006 units converted into an equal number of common shares at no cash cost to her.
In connection with these vestings, the company withheld 1,115 and 1,432 common shares at a price of $38.44 per share to cover tax obligations, which is recorded as a disposition but not an open-market sale. After these transactions, she continued to hold common stock directly.
Cooper-Standard Holdings EVP and CFO Jonathan P. Banas reported multiple equity transactions on March 1, 2026. Time-based restricted stock units granted in 2023, 2024 and 2025 under the 2021 Omnibus Incentive Plan vested and were settled in common stock at no cost. Some shares were disposed at $38.44 per share to satisfy tax obligations, leaving him with 67,277 common shares held directly.
Cooper-Standard Holdings Inc. officer Venkatasubramanian Somasundhar reported multiple equity award transactions dated March 1, 2026. He exercised or converted restricted stock units into common shares in several blocks, including 2,276, 2,143 and 2,415 shares, at a stated price of $0.0000 per share.
To cover tax liabilities tied to these vestings, he disposed of 651, 613 and 691 common shares at $38.44 per share under transaction code “F,” which indicates tax-withholding dispositions rather than open-market sales. After these transactions, his directly owned common stock holdings were reported as 24,454 shares.
Cooper-Standard Holdings Inc. executive Alison S. Nudd, VP and Chief Accounting Officer, reported multiple equity transactions linked to restricted stock units (RSUs) on March 1, 2026. RSUs previously granted under the 2021 Omnibus Incentive Plan were exercised or converted, including 1,115 and 1,317 RSUs with a stated price of $0.0000 per unit.
These conversions delivered common shares, and a portion of the resulting stock was used to satisfy tax obligations. The filing shows tax-withholding dispositions of 320 and 357 common shares at $38.44 per share, leaving Nudd with directly owned common stock and unvested RSUs subject to continued employment-based vesting.
Cooper-Standard Holdings Inc. president of ISG, Shannon B. Quinn, reported several equity compensation transactions in company stock. On March 1, 2026, multiple blocks of restricted stock units were exercised or converted into common shares, including 1,626, 1,559, and 1,756 RSUs.
The filing also shows tax-related share dispositions. Common shares were delivered to cover tax obligations in separate blocks of 466, 446, and 503 shares at a price of $38.44 per share. After these transactions, Quinn directly owned 6,757 shares of Cooper-Standard common stock.
Cooper-Standard Holdings Inc. executive Christopher Couch reported multiple equity award transactions dated March 1, 2026. He exercised or converted several tranches of time-based restricted stock units (RSUs) into common stock at a stated price of $0.00 per share and had shares withheld at $38.44 per share to cover tax obligations. After these RSU conversions and tax-withholding dispositions, he directly owned 42,432 shares of Cooper-Standard common stock. The RSUs relate to grants made in 2023, 2024, and 2025 under the Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, which vest in three equal annual installments subject to his continued employment.