Form 8-K

 

 

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): March 17, 2010

 

 

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8597   94-2657368

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588

(Address of principal executive offices)

(925) 460-3600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K 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 (17CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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

On March 17, 2010, 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 Proxy Statement filed with the SEC on February 5, 2010. Each of the proposals was approved by the stockholders as set forth below.

Proposal 1 – Election of a Board of Eight Directors

The following individuals were elected to serve as directors of Cooper until the 2011 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The voting results were as follows:

 

Nominee

   For    Withheld

A. Thomas Bender (Chairman)

   40,045,188    871,805

Michael H. Kalkstein

   40,063,173    853,820

Jody S. Lindell

   40,128,147    788,846

Donald Press

   40,062,622    854,371

Steven Rosenberg

   40,061,249    855,744

Allan E. Rubenstein, M.D. (Vice-Chair & Lead Director)

   34,650,941    6,266,052

Robert S. Weiss

   39,903,911    1,013,082

Stanley Zinberg, M.D.

   34,653,234    6,263,759

Proposal 2 – Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending October 31, 2010

The appointment of KPMG LLP to serve as Cooper’s independent registered public accounting firm for the fiscal year ending October 31, 2010 was ratified. The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

41,765,710   398,066   65,367   -0-

Proposal 3 – Stockholder Proposal to Adopt a Resolution Recommending a Majority Vote Standard for the Election of Directors

The stockholder proposal was adopted. The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

33,797,469   6,992,764   126,759   1,312,151

 

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release dated March 17, 2010 regarding Cooper Annual Stockholder Meeting


SIGNATURE

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.

 

THE COOPER COMPANIES, INC.
By  

/s/ Carol R. Kaufman

  Carol R. Kaufman
 

Senior Vice President of Legal Affairs,

Secretary and Chief Administrative Officer

Dated: March 22, 2010


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release dated March 17, 2010 regarding Cooper Annual Stockholder Meeting