Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):
  
May 6, 2011

 
Cooper Tire & Rubber Company
 
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware
001-04329
344297750
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
    
701 Lima Avenue, Findlay, Ohio
  
45840
_________________________________
(Address of principal executive offices)
  
___________
(Zip Code)
     
Registrant’s telephone number, including area code:
  
419-423-1321
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 


 

Item   5.07  Submission of Matters to a Vote of Security Holders.
 
  Cooper Tire & Rubber Company (the “Company”) held its Annual Meeting of Stockholders on May 6, 2011 (the “Annual Meeting”).  The following are the final voting results on proposals considered and voted upon by stockholders at the Annual Meeting, all of which are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed March 22, 2011.
 
 1.  The following individuals were elected to serve as directors for a term expiring at the next Annual Meeting of Stockholders in 2012.  The voting results were as follows:

 
 
NOMINEE
 
VOTES FOR
VOTES
 WITHHOLD
BROKER
NON-VOTES
  
 
Steven M. Chapman
Richard L. Wambold
26,873,640
51,443,389
26,146,451
1,576,702
5,181,590
5,181,590
  

2.   Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2011.  The voting results were as follows:
 
 VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
  
46,460,824
11,686,867
53,990
  
 
3.   The non-binding advisory resolution on the Company's executive compensation was approved.  The voting results were as follows:
 
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
  
48,121,695
4,138,428
759,968
5,181,590
  

4.   The Stockholders approved, by a non-binding advisory vote, the holding of an advisory vote on executive compensation every year.  The voting results were as follows:
 
EVERY YEAR
EVERY TWO YEARS
EVERY THREE YEARS
VOTES ABSTAINED
BROKER NON-VOTES
  
45,810,804
277,334
5,960,800
971,153
5,181,590
  

In accordance with the voting results concerning this proposal, the Company’s Board of Directors determined on May 6, 2011 that the Company will hold an annual advisory vote on executive compensation until the next vote on the frequency of such advisory vote of shareholders.


 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
   
Cooper Tire & Rubber Company
  
        
May 10, 2011
  
By:
  
/s/Jack Jay McCracken
         
       
Name: Jack Jay McCracken
       
Title: Assistant Secretary