ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 6, 2020, The Cooper Companies, Inc. (the "Company") announced that
Robert D. Auerbach, M.D., President of CooperSurgical, Inc. ("CooperSurgical"),
is retiring. On July 1, 2020, the Company entered into a Transition and
Retirement Agreement (the "Agreement"), effective July 8, 2020, with
Dr. Auerbach, which provides for his resignation as President of CooperSurgical,
effective July 13, 2020. Dr. Auerbach will remain at the Company as Special
Advisor to the Chief Executive Officer until his retirement on February 1, 2021,
to ensure a smooth transition and to assist with special projects. The Agreement
provides that Dr. Auerbach will continue to receive his current salary through
February 1, 2021 and will remain eligible for his performance bonus for fiscal
2020 under the Company's Incentive Payment Plan. The Agreement also provides
that Dr. Auerbach will receive reimbursement of monthly COBRA health insurance
premiums during the twenty-four month period following his retirement in
exchange for certain non-competition obligations over that period.
The above summary of the Agreement is qualified in its entirety by reference to
the full text of the Agreement, which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ending July 31,
2020.
The Company also announced that Holly R. Sheffield has been appointed President
of CooperSurgical to succeed Dr. Auerbach, effective July 13, 2020. Prior to
this new role, Ms. Sheffield served as Executive Vice President and Chief
Strategy Officer of the Company since June 2018.
A copy of the Company's press release is filed with this report as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated July 6, 2020.
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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