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

Good morning, everyone. It's my [Audio Gap] of stockholders. I'm joined today by Joanna Totsky, our Chief Legal Officer and Corporate Secretary; and Jon Banas, our Chief Financial Officer. I'm Jeff Edwards, the Chairman and CEO of Cooper-Standard. 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 it allows us to engage our stockholders regardless of their location. 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.

Thank you, Jeff. We have met all formal requirements in connection with the holding of this meeting, and we have a quorum. More than 92% 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 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'll answer questions submitted on the website. If you logged into the meeting with your control number, you may ask a 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 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 the 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 -- program is available [Audio Gap] for the resolution set forth in proposal 2 of the proxy statement [Audio Gap] named executive officers as disclosed in the proxy statement. The affirmative vote [Audio Gap] Next item of business is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2021. 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. The last item of business is to approve the company's 2021 Omnibus Incentive Plan. This plan was approved by the Board on March 25, 2021, subject to stockholder approval at this meeting. A detailed description of the 2021 plan is available under proposal 4 of the proxy statement. The Board of Directors recommends that the stockholders vote to approve the 2021 Omnibus Incentive Plan. The affirmative vote of a majority of the votes cast is required to approve this plan. 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.

The preliminary report shows the following: all of the nominees named in the proxy statement have been elected and will hold office until the 2022 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 2021 has been ratified. The company's 2021 Omnibus Incentive Plan was approved. The vote on each of these items will be disclosed in the Form 8-K filing. Jeff? Jeff, turning over to you.

Thank you, Joanna. You have 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.