Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) – February 12, 2024

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

On February 12, 2024, Cooper-Standard Holdings Inc. (the "Company") announced the appointment of Alison Nudd, as Vice President, Chief Accounting Officer, effective as of March 1, 2024.

Ms. Nudd, 53, has served as the Company’s Vice President, Global Internal Audit and Compliance since August 1, 2022. In this role, she provided leadership, strategy and planning for the Company’s global internal audit and compliance activities, including the Company’s Sarbanes-Oxley program and enterprise risk management efforts. Before that, from August 24, 2020 to August 1, 2022, Ms. Nudd served as the Company’s Senior Director, Financial Reporting where she led corporate accounting and consolidations, external reporting, and technical accounting. Prior to joining the Company in 2020, Ms. Nudd held roles of increasing responsibility at Owens Corning in Toledo, Ohio from 2014 to 2020. She most recently served at Owens Corning as Global FP&A Director for its insulation business, where she was responsible for all aspects of financial planning and analysis.

In connection with Ms. Nudd’s appointment, the Compensation Committee approved the following compensation actions for Ms. Nudd: (i) an annualized base salary increase from $265,000 to $312,000; (ii) an Annual Incentive Award 2024 target increase from 35% of base salary to 40% of base salary; and (iii) a long-term incentive target increase for the 2024-2026 period from $120,000 to $140,000. There is no family relationship between Ms. Nudd and any director or executive officer of the Company, and there are no arrangements or understandings with the Company, or any other persons, under which Ms. Nudd was elected to serve as an officer of the Company. Ms. Nudd has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On February 12, 2024, the Company issued a press release to announce the appointment of Ms. Nudd as Vice President, Chief Accounting Officer. The full text of the press release is furnished as Exhibit 99 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished pursuant to Item 9.01 of Form 8-K:

Exhibit 99 Press release dated February 12, 2024.

Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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: February 12, 2024

Exhibit 99


NEWS RELEASE			Contact: Chris Andrews Cooper Standard (248) 596-6217 candrews@cooperstandard.com

Cooper Standard Promotes Nudd to Vice President, Chief Accounting Officer

NORTHVILLE, Mich., Feb. 12, 2024 – Cooper Standard (NYSE: CPS) today announced the promotion of Alison Nudd to vice president, chief accounting officer effective March 1, 2024. She replaces Amy Kulikowski who is departing the Company to pursue other career opportunities.

In her new role, Nudd will be responsible for the Company’s accounting function, financial reporting including Securities and Exchange Commission (SEC) reporting, financial systems, and the Company’s global business services. Based at the Company’s world headquarters in Northville, she will report to Jonathan Banas, executive vice president and chief financial officer.

Nudd most recently served as vice president, global internal audit and compliance where she provided leadership, strategy and planning for Cooper Standard's global internal audit and compliance activities, including the Company’s Sarbanes-Oxley program and enterprise risk management efforts. Previously, she served as senior director financial reporting where she led corporate accounting and consolidations, external reporting and technical accounting.

“We are delighted to once again appoint a highly skilled professional from within our finance function,” said Banas. “Alison has been an invaluable, energetic leader to our team since becoming part of Cooper Standard four years ago. I am excited to see the positive impact she will continue to have on our global finance and accounting team and the broader organization.”

Prior to joining the Company in 2020, Nudd held roles of increasing responsibility at Owens Corning in Toledo, Ohio from 2014 to 2020. She most recently served as global FP&A (financial planning and analysis) director, where she was responsible for all aspects of financial planning and analysis for the $3 billion insulation business. From 2011 to 2014 she served as the director of external reporting at Mohawk Industries in Calhoun, Ga., where she was responsible for all aspects of external reporting for a $10+ billion global flooring manufacturer. From 1999 to 2011, Nudd held roles of increasing responsibility, most recently serving as director of financial reporting at Flowers Foods, a $4 billion producer and marketer of baked goods in Thomasville, Ga. She began her career at GE Capital as a treasury and accounting manager.

Nudd earned a Bachelor of Business Administration degree in accounting from Georgia State University. She is a certified public accountant (CPA) and a member of the American Institute of CPA’s.

About Cooper Standard

Cooper Standard, headquartered in Northville, Mich., with locations in 21 countries, is a leading global supplier of sealing and fluid handling systems and components. Utilizing our materials science and manufacturing expertise, we create innovative and sustainable engineered solutions for diverse transportation and industrial markets. Cooper Standard's approximately 23,000 employees are at the heart of our success, continuously improving our business and surrounding communities. Learn more at www.cooperstandard.com or follow us on LinkedIn [linkedin.com], X [twitter.com], Facebook [facebook.com], Instagram [instagram.com] or YouTube [youtube.com].

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Cover Page	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
Entity Registrant Name	COOPER-STANDARD HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36127
Entity Tax Identification Number	20-1945088
Entity Address, Address Line One	40300 Traditions Drive
Entity Address, City or Town	Northville,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48168
City Area Code	248
Local Phone Number	596-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001320461
Amendment Flag	false
Entity Information [Line Items]
Entity Central Index Key	0001320461
Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true
Common Stock
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS
Security Exchange Name	NYSE
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CPS
Security Exchange Name	NYSE