Cooper-Standard Holdings Inc.
For the period ended May 15, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
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 15, 2025 · Filed Apr 3, 2025
Contents
Cover page
Show cover page
Table of Contents
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 |
Table of Contents
Table of Contents
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 attend the 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) to be held virtually May 15, 2025, beginning at 9:00 a.m., Eastern Time. The Cooper Standard team consistently demonstrates its dedication to excellence, achieving world-class results in safety, product quality, program launches and customer service. Our experts are developing innovative solutions that are gaining industry recognition and securing new business opportunities. Furthermore, the streamlined, product-focused organizational structure we implemented in early 2024 has resulted in significant operational improvements and greater efficiencies, positively impacting our financial performance and overall execution. These accomplishments are a result of our strong culture and unwavering commitment to excellence. Our achievements in 2024 included: •Improved financial results with a 52% increase in operating income compared to 2023;•Outperformed world-class safety benchmarks with a safety incident rate of 0.30 per 200,000 hours worked, our best year ever, including 22 plants that completed the year with a perfect safety record of zero reported incidents;•Delivered world-class product quality, launches and customer service, including 97% green customer scorecards for product quality, 97% green customer scorecards for program launches;•Earned GM’s Supplier of the Year award for the eight consecutive year;•Received the SAA Innovations in Lightweighting Award for our FlexiCore™ Thermoplastic Body Seal;•Received recognition as one of Newsweek’s America’s Most Responsible Companies for the sixth consecutive year;•Named an SPE Automotive Innovation powertrain category winner for our plastic coolant hub technology; •Earned Leader in Sustainability recognition from Nissan; •Awarded EcoVadis Silver Status for evolving sustainability achievements;•Named an Automotive News PACE Pilot Award Finalist for our eCoFlow™ Switch Pump technology and FlexiCore™ Thermoplastic Body Seal technology;•Awarded a Seraph Quality Excellence Award at our Aguascalientes, Mexico mixing location; and•Named to the USA TODAY America’s Best Climate Leaders 2024 List.We look forward to an even stronger 2025 and believe that our product-focused organization will help position Cooper Standard for sustainable profitable growth as we strive to drive increasing value for all our stakeholders. 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 visiting www.virtualshareholdermeeting.com/CPS2025. Details of the business to be conducted at the Annual Meeting are given in the Notice of the 2025 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. EdwardsChairman and Chief Executive Officer
Table of Contents
2025 ANNUAL MEETING OF THE STOCKHOLDERSMeeting Notice
| Items of Business | |||
|---|---|---|---|
| 01 | To elect the director nominees described in the proxy statement for a one-year term ending at the next annual meeting of the stockholders; | ||
| WHEN | |||
| 02 | To hold an advisory vote on named executive officer compensation; | Thursday, May 15, 20259:00 a.m. Eastern Time | |
| Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the online check-in procedures. | |||
| 03 | To ratify the appointment of the independent registered public accounting firm for the 2025 fiscal year; and | ||
| 04 | To approve the Cooper-Standard Holdings Inc. Amended and Restated 2021 Omnibus Incentive Plan | ||
| 05 | To conduct any other business if properly brought before the Annual Meeting. | WHERE | |
| You will find more information about the matters to be voted on at the Annual Meeting in the proxy statement. | |||
| You may vote your shares electronically and submit questions during the webcast | |||
| Who can vote Holders of the Company’s common stock as of the close of business on March 21, 2025, 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/CPS2025 when you enter your 16-digit control number.Pre-meeting Questions to ManagementThe 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 visiting www.proxyvote.com. Stockholders will need their 16-digit control number to enter the website. | |||
| 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 | |||
| By Order of the Board of Directors, | |||
| 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. | |||
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 15, 2025The Notice of the 2025 Annual Meeting, the 2025 Proxy Statement, and the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2024 are available free of charge at: 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.