DEF 14A: Cooper-Standard Holdings Inc. Announces Details for 2024 Annual Stockholders Meeting

Cooper-Standard Holdings Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Cooper-Standard Holdings Inc. will hold its 2024 Annual Meeting of Stockholders on May 16, 2024, at 9:00 a.m. Eastern Time, in a virtual format.
• Stockholders of record as of March 22, 2024, are entitled to vote on the election of directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for 2024.
• The company highlights its 2023 achievements, including an 11.5% increase in sales, a 124.0% increase in gross profit, and improved net cash provided by operating activities by $153.4 million compared to 2022.
• The Board recommends voting for all director nominees, the advisory vote on executive compensation, and the ratification of the independent auditor appointment.
• The proxy statement provides details on corporate governance, executive compensation, and procedures for submitting stockholder proposals.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance and strategic achievements. The company's focus on growth, innovation, and stakeholder value contributes to a favorable sentiment.

Positives

• Improved financial results with increased sales and gross profit.
• Significant improvement in net cash provided by operating activities.
• World-class safety performance with a low safety incident rate.
• High customer satisfaction scores for product quality and program launches.
• Recognition as a top supplier and responsible company.
• Positive adjusted EBITDA and free cash flow.

Future Outlook

Building on the successes of 2023, the company believes it is well positioned to drive further profitable growth and increased value for all its stakeholders in 2024.

Management Comments

• Jeffrey S. Edwards, Chairman and Chief Executive Officer, expresses pleasure in inviting investors to the 2024 Annual Meeting.
• Edwards highlights the team's commitment to excellence, world-class results in safety, product quality, program launches, and customer service.
• He notes that groundbreaking product innovations are winning in the marketplace and the commercial team has strengthened contracts with customers.

Industry Context

The document highlights Cooper Standard's performance in the context of the automotive industry, noting that sales growth significantly outpaced global light vehicle production. The company's focus on innovation, sustainability, and cost management aligns with broader industry trends.

Comparison to Industry Standards

• The company benchmarks its executive compensation against a peer group of 14-18 publicly-traded automotive suppliers with revenues between $0.8 billion and $5.6 billion.
• The peer group includes companies such as American Axle & Mfg. Holdings, Linamar, Superior Industries Intl, Garrett Motion, Martinrea International Inc., Terex, Gentherm, Meritor, Inc., Visteon Corp., Greenbrier Companies, Modine Manufacturing Co., Wabash National, LCI Industries and Stoneridge.
• The company also uses a separate comparator group for Relative Total Shareholder Return (RTSR) performance, which includes companies like Adient plc, Gentex Corporation, Martinrea International Inc., and Magna International Inc.

Related Party Transactions

• Director Stephen A. Van Oss owned $3,000,000 in principal amount of the Company's 5.625% Senior Notes due 2026 and received cash interest payments of $112,500, $168,750 and $168,750 in 2021, 2022 and 2023 respectively.

Stakeholder Impact

• The company's performance and strategic initiatives are expected to benefit stakeholders, including shareholders, employees, customers, and suppliers.
• The integration of ESG goals into compensation plans and business strategies aims to create long-term value for all stakeholders.

Next Steps

• Stockholders are encouraged to participate in the Annual Meeting and vote on the proposals.
• The Board and Compensation Committee will consider the voting results when making future decisions regarding executive compensation.
• The company will continue to report progress towards its ESG commitments in its annual Corporate Responsibility Report.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, audit, corporate governance, financial performance, ESG, Cooper Standard