UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) – January 26, 2015 (January 27, 2015)
COOPER-STANDARD HOLDINGS INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
000-54305
|
|
20-1945088
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39550 Orchard Hill Place Drive, Novi, Michigan
|
|
48375
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant’s telephone number, including area code (248) 596-5900
Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
|
|
|
|
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Allen J. Campbell from Executive Vice President and Chief Financial Officer to Executive Vice President, Chief Infrastructure Officer, effective March 2, 2015
On January 27, 2015, Cooper-Standard Holdings Inc. (NYSE: CPS), the parent company of Cooper-Standard Automotive Inc. (“Cooper Standard”),
announced that Mr. Campbell will transition out of his role as Executive Vice President and Chief Financial Officer of Cooper Standard effective as of March 2, 2015. At that time, Mr. Campbell will relocate to Asia and transition to his new role as Executive Vice President, Chief Infrastructure Officer.
Appointment of Matthew W. Hardt as Executive Vice President, effective February 2, 2015 and Executive Vice President and Chief Financial Officer, effective March 2, 2015
On January 27, 2015, Cooper Standard announced the appointment of Matthew W. Hardt as Executive Vice President, effective February 2, 2015, and Executive Vice President and Chief Financial Officer of Cooper Standard, effective March 2, 2015, to coincide with the effective date of Mr. Campbell’s transition to the role of Executive Vice President, Chief Infrastructure Officer.
Prior to joining Cooper Standard, Mr. Hardt, 47, served as Senior Vice President, Finance, Industrial Solutions of TE Connectivity LTD. (formally Tyco Electronics LTD.) from 2012 to 2014. Prior to this role, Mr. Hardt served as Senior Vice President, Finance, Consumer and Industrial Solutions from 2010 to 2012 and Vice President, Finance, Specialty Products Group from 2009 to 2010 at TE Connectivity LTD. From 1990 to 2009, Mr. Hardt held finance and audit roles with increased responsibilities at General Electric Company, including serving as Chief Financial Officer, GE Fanuc Intelligent Platforms (2004-2009), Chief Financial Officer, Lighting and Appliances, Consumer Products, Europe, Middle East, Africa and India (2003-2004).
Under the terms of Mr. Hardt’s offer letter (the “Offer Letter”), as Executive Vice President and Chief Financial Officer, he will be entitled to an annual base salary of $400,000 and will be eligible to participate in Cooper Standard’s 2011 Omnibus Incentive Plan (which includes the annual incentive plan and the long-term incentive program (“LTIP”)), executive severance plan and supplemental executive retirement plan. For 2015, Mr. Hardt’s annual incentive target will be 65% of his base salary. In the first quarter of 2015, Mr. Hardt will receive LTIP awards designed to have an aggregate value, at the time of grant, of approximately $500,000. The Compensation Committee will determine the basis upon which achievement and payout will be determined for the performance award component of the LTIP, and may also consider allocating the aggregate LTIP award across performance share units, restricted stock units and stock options different than those in prior years.
Mr. Hardt’s Offer Letter is included in this filing as Exhibit 10.1 and is incorporated herein by reference. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Offer Letter.
Item 8.01 Other Events.
On January 27, 2015, Cooper Standard issued a press release announcing the events described under Item 5.02 above. The press release is attached hereto as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
10.1
|
Offer Letter between Matthew W. Hardt and Cooper-Standard Automotive Inc. dated January 26, 2015.
|
|
|
|
|
99.1
|
Press Release dated January 27, 2015.
|
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 thereunto duly authorized.
Cooper-Standard Holdings Inc.
/s/ Aleksandra A. Miziolek
Name:
Aleksandra A. Miziolek
Title:
Senior Vice President, General Counsel and Secretary
Date: January 27, 2015
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
10.1
|
|
Offer Letter between Matthew W. Hardt and Cooper-Standard Automotive Inc. dated January 26, 2015.
|
|
99.1
|
|
Press Release dated January 27, 2015.
|
January 14, 2015
Matthew W. Hardt
1730 Adeline Drive
Mechanicsburg, Pennsylvania 17050
Dear Matt:
On behalf of Cooper-Standard, I am pleased to confirm our offer of employment to you as Executive Vice President of Cooper-Standard Holdings Inc. and its main operating subsidiary, Cooper-Standard Automotive Inc. (collectively, the “Company”) commencing Monday, February 2, 2015 and Executive Vice President, Chief Financial Officer of the Company commencing Monday, March 2, 2015. In these positions, you will be located in the Company’s world headquarters in Novi, Michigan and will report to me. The following outlines the key terms of our offer.
Base Salary.
Your base salary will be $400,000 per year, paid bi-weekly, less deductions and withholdings required by law. The base salaries of executive officers of the Company are generally reviewed for possible adjustment in the first quarter of each year.
Annual Incentive Award.
You will be eligible to participate in the company’s Annual Incentive Plan (“AIP”). Your target AIP award will be 65% of your annual base salary, not subject to proration.
The annual incentive payout for 2015 will be based on the achievement of an adjusted EBITDA target and the achievement of an Operation Cash Flow performance goal established by the Compensation Committee of the Board of Directors. The Compensation Committee will be reviewing the basis upon which achievement and payout will be determined for performance year 2015 and beyond, and final decisions are expected in this regard in the coming months.
Executive Severance Pay Plan.
As an executive officer of the Company, you will be eligible for severance benefits in the event of the termination of your employment with the Company under certain circumstances under the Company’s Executive Severance Pay Plan in accordance with the terms of the plan as in effect at the time of termination.
Long Term Incentive Awards.
You will also be eligible for long-term incentive awards under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan (the “Omnibus Plan”) and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan (together, the “LTIP”). In the first quarter of 2015, you will receive LTIP awards designed to have an aggregate value, at the time of grant, targeting approximately $500,000.
In recent years, LTIP awards have included both performance and time-vested equity components. As a reference, in 2014, the aggregate LTIP target award value granted to the company’s senior management team was delivered in the following manner:
39550 Orchard Hill Place • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6535
|
|
|
|
(i)
|
50% as performance share units, with the actual level of payout dependent on achievement of financial objectives related to a full three year ROIC goal and vested after three years;
|
|
|
|
|
(ii)
|
30% as stock options with an exercise price equal to the market price of the company’s common stock on the date of grant and vested ratably over three years; and
|
|
|
|
|
(iii)
|
20% as restricted stock units vested after three years.
|
Similar to its review of the Annual Incentive Plan, the Compensation Committee will be reviewing the basis upon which achievement and payout will be determined for the performance award component of the LTIP and also may consider allocating the aggregate LTIP award across performance share units, restricted stock units, and stock options in proportions different than the illustrative 2014 allocations outlined above. Final decisions are expected in the coming months.
Benefits.
Coverage under the Company’s Health & Well-Being benefit program for yourself and your eligible dependents will commence upon the first day of the month following your hire date. Eligibility to participate in the Company’s 401(k) plan will commence 30 days after your first day of employment. In addition, you will be eligible to participate in the Company’s Supplemental Executive Retirement Plan (“SERP”). The SERP provides for an enhanced level of retirement benefits and compensates for the loss of benefits under the 401(k) plan resulting from certain limitations imposed by the Internal Revenue Code. In all cases, eligibility and benefits provided are governed by the terms of the applicable plan documents and may be modified from time to time at the Company’s discretion and in accordance with the law.
Vacation.
The Company’s vacation eligibility runs on a calendar year and vacation days are accrued on a monthly basis. You will be eligible for 20 days of paid vacation annually and will receive the full 20 days for 2015.
Company Car
. You will be eligible to participate in the Company’s leased vehicle program at the Executive level. The selection options and terms of the program will be more clearly outlined after commencement of employment.
Non-Competition, Nondisclosure and Patent Assignment Agreement.
As a condition of your employment and prior to your commencement of work as an employee, you must sign the Company’s Non-competition, Nondisclosure and Patent Assignment Agreement, a copy of which is being sent to you with this letter for your information and review.
39550 Orchard Hill Place • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6535
You agree that, if you are employed by the Company, the employment relationship is “at-will” which means that either the Company or you may terminate the employment relationship at any time with or without cause or notice. The compensation and benefit plans and practices of the Company are subject to modification or termination at the discretion of the Company at any time
in accordance with applicable law, and nothing herein constitutes an undertaking by the Company to continue any such plan or practice as it may apply to you.
The terms and conditions set forth in this letter shall be governed and construed in accordance with the laws of the State of Michigan.
Matt, it is a pleasure to be able to extend this offer of employment to you. We are looking forward to your joining Cooper Standard.
Very truly yours,
Cooper-Standard Holdings Inc.
Cooper-Standard Automotive Inc.
/s/ Jeffrey S. Edwards
Jeffrey S. Edwards
Chairman and Chief Executive Officer
Enclosures via email
Accepted:
/s/ Matthew Hardt
Matthew Hardt
Date:
January 26, 2015
39550 Orchard Hill Place • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6535
NEWS RELEASE
Contact:
Sharon Wenzl
Cooper Standard
(248) 596-6211
sswenzl@cooperstandard.com
Cooper Standard Names Campbell as Chief Infrastructure Officer; Hardt as Chief Financial Officer
Appointments support company’s strategic growth, especially in Asia-Pacific Region
NOVI, Mich., Jan. 27, 2015
– Cooper-Standard Holdings Inc. (NYSE: CPS), the parent company of Cooper-Standard Automotive Inc. (“Cooper Standard”), today announced the appointments of
Allen J. Campbell as executive vice president and chief infrastructure officer with concentration in the Asia-Pacific region, and Matthew W. Hardt as executive vice president and chief financial officer (CFO).
Hardt will join Cooper Standard as executive vice president on February 2 and become CFO on March 2 when Campbell transitions to the chief infrastructure officer position stationed in the Asia-Pacific region. Hardt will be located at the company’s world headquarters in Novi, Mich.
As members of the company’s Global Leadership Team, both executives will report directly to Jeffrey Edwards, chairman and CEO.
In the newly established position of chief infrastructure officer, Campbell will ensure the financial, business process and information technology (IT) systems are aligned to support the growth of the company, especially in the Asia-Pacific region where Cooper Standard is expanding at a rapid pace. Campbell will also contribute to on-going M&A activity as the corporate liaison on the ground in the Asia- Pacific region. The company’s IT department will report to Campbell as a part of the global infrastructure function.
As CFO, Hardt will have primary responsibility for directing the company’s corporate finance team, including treasury, internal audit and tax. He will also have oversight responsibility for investor relations which continues to evolve as the company expands its investor relations activities to service its broader stakeholder base.
“Given our forecasted growth, especially in Asia, it is important to have the appropriate infrastructure in place to support our global business,” said Edwards. “Allen’s expertise with Cooper Standard business systems, experience leading the global IT organization and knowledge gained from his considerable Asia experience throughout his career make him the ideal candidate to lead this effort. We are also pleased to have Matt join the Cooper Standard team, as he is well-positioned to lead the financial functions of our growing global enterprise. In addition to his broad global financial experience and expertise, Matt is a Master Black Belt in Six Sigma and has successfully applied Six Sigma practices to help create world-class global finance organizations.”
Campbell has more than 30 years of corporate finance and leadership expertise, including considerable experience in the Asia-Pacific region. He has been with Cooper Standard since 1998, serving in a series of financial and corporate leadership roles of increasing responsibility, including vice president of Asian operations. Prior to joining Cooper Standard, Campbell held various non-automotive, financial and business positions for The Dow Chemical Company for 18 years. He is a certified public accountant and earned a Master of Business Administration degree in finance from Xavier University in Cincinnati and a Bachelor of Arts degree in accounting from Ball State University in Muncie, Ind.
Hardt brings more than 25 years of financial experience to Cooper Standard, most recently serving as senior vice president, finance for the industrial solutions, and before that, the consumer and industrial solutions divisions at TE Connectivity Ltd. (previously Tyco Electronics). He also served as vice president of finance for Tyco’s specialty products group. He previously served in multiple roles of increasing responsibility at General Electric Co., including CFO for a number of the company’s global divisions. Hardt earned a Bachelor of Science degree in finance from Siena College in Albany, New York.
About Cooper Standard
Cooper Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing, fuel and brake delivery, fluid transfer and anti-vibration systems. Cooper Standard employs more than 27,000 people globally and operates in 20 countries around the world. For more information, please visit
www.cooperstandard.com
.
###
CPS_G
|
|
|
|
Editor’s Note:
|
For a high-res headshot of Hardt and Campbell, please contact Adriana Van Duyn at avanduyn@bianchipr.com.
|
