Cooper-Standard Holdings Inc.
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒ Filed by a party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule14a-12 |
Cooper-Standard Holdings Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
A Letter from our Chairman and Chief Executive Officer
To Our Investors,
On behalf of the Board of Directors of Cooper-Standard Holdings Inc. (the “Board”), I am pleased to invite you to electronically attend the 2024 Annual Meeting of the Stockholders (the “Annual Meeting”) to be held May 16, 2024, beginning at 9:00 a.m., Eastern Time.
The Cooper Standard team continues to work together to strengthen every aspect of our business. Our unwavering commitment to excellence once again drove world-class results in safety, product quality, program launches and service to our customers. In addition, our groundbreaking product innovations are winning in the marketplace and our commercial team has strengthened contracts with our customers. These achievements are a testament to our outstanding team and the culture we have created together.
Our achievements in 2023 include:
Improved financial results with a 11.5% increase in sales and 124.0% increase in gross profit compared to 2022;
Improved net cash provided by operating activities by $153.4 million vs. 2022;
Outperformed world-class safety benchmarks with a safety incident rate of 0.32 per 200,000 hours worked, including 24 plants that completed the year with a perfect safety record of zero reported incidents;
Delivered world-class product quality, launches and customer service, including 98% green customer scorecards for product quality, 97% green customer scorecards for program launches;
Earned GM’s Supplier of the Year award for the sixth consecutive year;
Received recognition as one of Newsweek’s America’s Most Responsible Companies for the fifth consecutive year;
Named an SPE Automotive Innovation Finalist for our FlushSeal™ Sealing System;
Earned Ecovadis silver status for our ESG initiatives and Leader in Sustainability recognition from Nissan; and
Recognized as one of IndustryWeek’s Best Plants at our Aguascalientes, Mexico mixing location.
Building on the successes of 2023, we believe we are well positioned to drive further profitable growth and increased value for all our stakeholders in 2024.
I encourage you to participate in our Annual Meeting, as your vote and engagement are important to the ongoing success of the Company. This year’s Annual Meeting will again be in a virtual format. You will be able to attend the meeting online, vote your shares electronically and submit your questions during the meeting via a live webcast by visitingwww.virtualshareholdermeeting.com/CPS2024. Details of the business to be conducted at the Annual Meeting are given in the Notice of the 2024 Annual Meeting of the Stockholders and the proxy statement.
Thank you in advance for your participation in the meeting and for your continued support.
Sincerely,
Jeffrey S. Edwards
Chairman and Chief Executive Officer
2024 ANNUAL MEETING OF THE STOCKHOLDERS
Meeting Notice
| When:Thursday, May 16, 2024 9:00 a.m. Eastern TimeOnline check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the online check-in procedures. | Where:Online via live webcast at www.virtualshareholdermeeting.com/CPS2024You may vote your shares electronically and submit questions during the webcast | How to attend:Use the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials, on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy material |
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Items of Business
To elect the director nominees described in the proxy statement for a one-year term ending at the next annual meeting of the stockholders;
To hold an advisory vote on named executive officer compensation;
To ratify the appointment of the independent registered public accounting firm for the 2024 fiscal year; and
To conduct any other business if properly brought before the Annual Meeting.
You will find more information about the matters to be voted on at the Annual Meeting in the proxy statement.
Who can vote
Holders of the Company’s common stock as of the close of business on March 22, 2024, the record date, are entitled to vote at the Annual Meeting. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 40300 Traditions Drive, Northville, Michigan, 48168, and electronically during the Annual Meeting at
www.virtualshareholdermeeting.com/CPS2024 when you enter your 16-digit control number.
Pre-meeting Questions to Management
The online format used by the Company for the Annual Meeting also allows us to communicate more effectively with you. Stockholders can submit appropriate questions in advance of the Annual Meeting by visitingwww.proxyvote.com. Stockholders will need their 16-digit control number to enter the website.
Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder. You may revoke your proxy at any time before it is exercised. You will find instructions on how to vote on page 5 of the proxy statement.
By Order of the Board of Directors,
MaryAnn Peterson Kanary
Senior Vice President, Chief Legal Officer & Secretary
April 4, 2024
Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting of Stockholders to be Held on May 16, 2024
The Notice of the 2024 Annual Meeting, the 2024 Proxy Statement, and the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2023 are available free of charge at: https://www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.