Cooper-Standard Holdings Inc. (CPS) Earnings Call Transcript & Summary

Good day, and welcome to the Cooper-Standard Holdings, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Mr. Jeff Edwards, Chairman and CEO. Please go ahead.

Good morning, everyone. It's my pleasure to welcome you to the Cooper-Standard's 2020 Annual Meeting of Stockholders. I'm joined today by Joanna Totsky, our Chief Legal Officer, and Corporate Secretary; and John Banas, our Chief Financial Officer. Our directors, our leadership team, and Jamie Simpson, a partner at Ernst & Young, our independent registered public accounting firm, are participating in this webcast as well. On behalf of our Board, officers and all employees, I would like to thank everyone for taking the time to participate in our annual meeting. The company is again hosting a virtual stockholder meeting through a live audio webcast. This format has been successful for us in the past as that allows us to engage our stockholders regardless of their location. It's 9 a.m. on May 21, 2020, and I would like to call the 2020 Annual Stockholders Meeting to order. I'll be serving as the Chairman of the meeting, and Joanna will be serving as the Secretary of the meeting. Joanna is also acting as the Inspector of Elections. Now Joanna will report on the requirements to hold this meeting and will cover a few housekeeping matters. Joanna?

Thank you, Jeff. We have met all formal requirements in connection with the holding of this meeting, and we have a quorum. More than 96% of our shares outstanding are represented. In addition, Broadridge, our proxy agent, has certified that the notice of the meeting and related proxy materials were duly distributed. The certification, notice and proxy materials will be filed with the minutes of the meeting. The polls are now open and will remain open throughout the official portion of this meeting. We will advise you when the polls are about to close. We do encourage you to vote promptly. Any stockholder who hasn't yet voted or wishes to change their vote may do so now during this meeting by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Following the official part of the meeting, we will answer questions submitted on the website. If you logged into the meeting with your control number, you may ask the question by typing it into the box at the bottom of the screen any time during this meeting. The rules of conduct governing this annual meeting are also posted on the Web Portal. Now I will turn it over to Jeff.

Thank you, Joanna. I will now present the matters to be voted upon. The first order of business is the election of directors. At each annual meeting, we elect the Board of Directors for a term of 1 year. The 10 individuals nominated by the Board to stand for election are: John Boss, Jeffrey Edwards, Richard Freeland, Adriana Macouzet-Flores, David Mastrocola, Justin Mirro, Robert Remenar, Sonya Sepahban, Thomas Sidlik and Stephen Van Oss. The Board recommends that you vote for each of the nominees. The affirmative vote of a majority of the votes cast is required to elect each director. The next item of business is to hold an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. A detailed description of the compensation program is available in the compensation discussion and analysis section of the proxy statement. The Board recommends that the stockholders vote to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. The affirmative vote of a majority of the votes cast is required to approve this advisory proposal. The last item of business is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2020. The Board recommends that the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm be ratified. The affirmative vote of a majority of the votes cast is required to ratify the appointment of the independent registered public accounting firm. This concludes the items being voted on by the stockholders. If you have not yet submitted your vote or you would like to change your vote, please do so at this time and submit your ballot through the portal. We will now pause to allow the stockholders to complete their vote. The polls will be closing in 10 seconds. [Voting]

All ballots have been delivered to the inspector, and the polls are now closed. Joanna will present the preliminary report of the inspector. Joanna? Joanna, if you wouldn't mind, please present the preliminary report of the inspector.

The preliminary report shows the following. All of the nominees named in the proxy statement have been elected and will hold office until 2021 Annual Meeting or until their successors are duly elected and qualified. The advisory resolution approving the compensation of our named executive officers was approved. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2020 has been ratified. The vote on each of these items will be disclosed in a Form 8-K filing. Now I turn over to Jeff.

Thank you, Joanna. You've now heard the results of the voting, and this completes the business to be conducted at this meeting. I hereby request that the final report of the inspector of election be filed with the minutes of this meeting. We are also pleased to have just released our latest Corporate Responsibility Report, which I encourage our shareholders to view. The report provides an overview of our culture and the commitment to our environmental, social and governance programs. Additionally, it highlights the progress our global team is making to drive value and create long-term sustainability. The link to the report is available for your Virtual Shareholder Meeting portal. I will now open the meeting to general questions, which may be submitted through the meeting portal. Are there any questions?

We do have a question. The first question reads "At the end of 2019, there was $98.7 million left on the repurchase authorization. In view of the $360 million in cash at year-end, were there any purchases made in the first quarter? And in view of the stock price being down more than 90% from the highs of 2018, what is the current status of the repurchase authorization in view of the COVID-19 impact?"

Thanks, Roger. This is Jon Banas. I will answer this question. There were no purchases of shares in the first quarter of 2020. And in light of the current COVID-19 pandemic, there are no current plans to repurchase shares at this time.

There are no further questions.

Thank you again for attending Cooper-Standard's 2020 Annual Meeting of Stockholders. Hearing no other business, this meeting is adjourned.

This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.