Current Report Filing (8-k)

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):

May 7, 2021

Cooper Tire & Rubber Company

(Exact name of registrant as specified in its charter)

Delaware

001-04329

34-4297750

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

701 Lima Avenue,

Findlay,

Ohio

419-

423-1321

45840

(Address of principal executive offices)

(Registrant's telephone number)

(Zip Code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $1 par value per share

CTB

New York Stock Exchange

(Title of Each Class)

(Trading Symbol)

(Name of Each Exchange on which Registered)

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-4(c))

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.

Cooper Tire & Rubber Company (the “Company”) held its Annual Meeting of Stockholders on May 7, 2021 (the “Annual Meeting”). 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 Company’s definitive proxy statement for the Annual Meeting filed March 25, 2021.

1. The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2022. The voting results were as follows:


NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Steven M. Chapman	38,339,142	1,305,904	4,232,732
Susan F. Davis	38,942,842	702,204	4,232,732
Kathryn P. Dickson	38,930,034	715,012	4,232,732
John J. Holland	38,106,714	1,538,332	4,232,732
Bradley E. Hughes	39,101,443	543,603	4,232,732
Tyrone M. Jordan	38,933,429	711,617	4,232,732
Tracey I. Joubert	38,815,662	829,384	4,232,732
Gary S. Michel	38,617,064	1,027,982	4,232,732
Brian C. Walker	37,656,819	1,988,227	4,232,732

2. Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2021. The voting results were as follows:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
41,532,710	2,131,519	213,549

3. The non-binding advisory resolution on the Company's named executive officer compensation was approved. The voting results were as follows:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
36,999,595	2,395,773	249,678	4,232,732

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.