ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 12, 2020, The Cooper Companies, Inc. (the "Company") announced that,
on recommendation of the Corporate Governance & Nominating Committee, the Board
of Directors of the Company (the "Board") voted to expand the size of the Board
from 8 directors to 9 directors with effect from December 1, 2020 and to elect
Teresa S. Madden to fill the new director position, with effect from December 1,
2020, until her successor is duly elected and qualified or her earlier
resignation or removal. Ms. Madden has been determined to be an independent
director under New York Stock Exchange listing standards. There are no
arrangements or understandings between Ms. Madden and any other persons pursuant
to which she was selected as a director. Additionally, there are no transactions
involving the Company and Ms. Madden that the Company would be required to
report pursuant to Item 404(a) of Regulation S-K. Ms. Madden will be compensated
for her service as a director consistent with the compensation provided to other
non-employee directors as described in the Company's most recent proxy
statement, filed with the Securities and Exchange Commission on February 4,
2020.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Madden is attached
hereto as Exhibit 99.1. Internet addresses in the release are for information
purposes only and are not intended to be hyperlinks to other information of the
Company.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, will not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated November 12, 2020.
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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