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) - August 28, 2015 (August 28, 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.

Appointment of Jonathan P. Banas as Vice President, Corporate Controller and Chief Accounting Officer, effective September 14, 2015
 
On August 28, 2015, Cooper-Standard Holdings Inc., the parent company of Cooper-Standard Automotive Inc. (“Cooper Standard”), announced the appointment of Jonathan P. Banas as Vice President, Corporate Controller and Chief Accounting Officer, effective September 14, 2015.
 
Prior to joining Cooper Standard, Mr. Banas, 45, served as Director, Financial Reporting of ZF TRW Automotive Holdings Corp. (formally TRW Automotive Holdings Corp.) from 2010 to 2015. Prior to this role, Mr. Banas served as Senior Manager of Financial Planning and Analysis from 2007 to 2010 and of Financial Reporting and Technical Accounting from 2004 to 2001 at TRW Automotive Holdings Corp. From 2003 to 2004, Mr. Banas held corporate accounting and financial reporting roles with Hayes Lemmerz International, Inc.  Mr. Banas was President of 664 Consulting Group, PC from 2000 to 2003 and Manager, Audit and Assurance at KPMG LLP from 1994 to 1999.
 
Under the terms of Mr. Banas’ offer letter (the “Offer Letter”), as Vice President, Corporate Controller and Chief Accounting Officer, he will be entitled to an annual base salary of $250,000 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”)). For 2015, Mr. Banas’ annual incentive target will be 35% of his base salary. In November of 2015, Mr. Banas will receive a one-time signing bonus of $100,000, which is reimbursable to the Company should Mr. Banas voluntarily terminate his employment prior to his one year-anniversary date. Additionally, subject to his continued employment, Mr. Banas will receive a one-time payment of $60,000 on his one-year anniversary date of employment. 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. Banas’ 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 August 28, 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 Jonathan P. Banas and Cooper-Standard Automotive Inc. dated August 17, 2015.
99.1    Press Release dated August 28, 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: August 28, 2015




EXHIBIT INDEX
 

Exhibit Number
  
Exhibit Description
10.1
 
Offer Letter between Jonathan P. Banas and Cooper-Standard Automotive Inc. dated August 17, 2015.
99.1
  
Press Release dated August 28, 2015.






World Headquarters


Revised August 17, 2015

August 14, 2015

            
Jonathan P Banas
664 Harding Street
Plymouth, MI 48170

Dear Jonathan:

Cooper-Standard Automotive Inc. is pleased to offer you the position of Vice President, Corporate Controller & Chief Accounting Officer located in Novi, MI, with employment commencing on September 14, 2015, reporting to Matt Hardt, Chief Financial Officer. Your base bi-weekly rate will be $9,615.38 ($250,000.00 annually) less deductions and withholdings required by law.

Annual Incentive Plan
You will be eligible to participate in the Annual Incentive Plan (AIP). The AIP is an annual discretionary incentive plan with payment determined based upon achievement of established performance targets. Your AIP target is 35% of your base salary. For the 2015 Plan, your bonus will be prorated for 6 months. Plan payouts for the 2015 year are expected to occur in March of 2016.

Long Term Incentive Plan (LTIP)
You will be eligible for participation in the company’s LTIP, which provides grants to participating executives (typically annually) that may include cash and/or stock-based incentive awards, typically vesting after three years. Your participation will commence with the 2016-2018 grant cycle.  The approximate value of this grant for your peer base in the 2015-2017 grant cycle was $130,000.

Long Term Incentive Awards are subject to the terms of the 2011 Omnibus Incentive Plan and individual award agreements. The LTIP program may be modified from time to time at the company’s sole discretion.

Signing Bonus
You will receive a one-time sign-on bonus of $100,000 less deductions required by law, to be paid in November. You will be required to reimburse this amount to the company should you voluntarily terminate your employment on or before your 1 st hire date anniversary. Additionally, you will receive a one-time payment of $60,000 less deductions required by law on your 1 st hire anniversary date.


39550 Orchard Hill Place Drive • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6550

World Headquarters



Benefits
Coverage under the company’s Health & Well-Being benefit program will commence upon the first day of the month following your hire date.

Eligibility to participate in the company’s 401(k) Enhanced Investment Savings Plan will commence upon your completion of 30 days of employment (immediately if you are a rehired employee who was previously participating in the plan). The plan provides a “base contribution” of 3% to 5% depending on your combined age plus years of service, regardless of whether or not
you contribute your own money. In addition, the Plan provides a fixed Company match of 40 cents for each dollar you contribute up to 5% of your pay, for a total potential match equal to 2% of your pay. The Company may also make additional discretionary contributions depending on Company performance.

The Plan also has an automatic enrollment feature and automatic annual increases in savings rates to help make saving for your retirement easier. Further details regarding the 401(k) plan,
including information on the automatic enrollment and automatic increase processes, will be provided at the time of hire.

You will also 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. For the 2015 calendar year you will be eligible for 7 days of prorated paid vacation. For the calendar year 2016 you will be eligible for 20 days of paid vacation.

Should you leave the company and vacation is taken in excess of the entitled accrued amount of days, you will be required to pay back the amount of vacation days taken, but not yet accrued. By signing the offer letter, you agree to the deduction that will occur on your last paycheck for any un-accrued vacation that may have been taken. If, however, you have accrued vacation that was not taken, the company will pay out any vacation entitlement upon your departure from the company.


39550 Orchard Hill Place Drive • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6550

World Headquarters



Car Program
You will be eligible for a company car, per the automotive policy in effect, upon commencement of your employment.  Attached is a copy of the policy for your review, with attached forms to be completed and returned with this signed letter. Additional information, including vehicle options will be provided upon your start date by the Fleet Administrator.

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 attached to this letter for your information and review.

Fair Credit Reporting Act
As noted on the Disclosure and Authorization Form that you executed when you applied for employment, the company will request that outside agencies prepare reports that may be investigative consumer reports as defined under the Fair Credit Reporting Act. The Company will be verifying current/previous employment, education, certification or license verification; as well as conduct a criminal check, drug screen analysis and if eligible for the Company Car Program, a driving record report. You may request, within a reasonable period of time following receipt of this letter, additional disclosures regarding the nature and scope of any investigative consumer report requested by Cooper-Standard Automotive through the third party vendor.

This offer is contingent upon a successful pre-employment screening and the presentation to the Human Resources Department of employment authorization and personal identification documents as required by the Immigration Reform and Control Act of 1986.

You agree that if you are employed by Cooper-Standard Automotive Inc. that 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 terms and conditions set forth in this letter shall be governed and construed in accordance with the laws of the State of Michigan.


39550 Orchard Hill Place Drive • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6550

World Headquarters



Jonathan, it is a pleasure to be able to extend this offer of employment to you. This offer letter shall remain valid through Tuesday, August 18, 2015.


Very truly yours,

COOPER-STANDARD AUTOMOTIVE INC.

/s/ Larry Ott
Larry Ott
Chief Human Resource Officer
Cooper-Standard Automotive Inc.



Enclosures:    Non-Competition, Nondisclosure & Patent Assignment Agreement
Signing Bonus Agreement
Car Program
        


Accepted and approved

/s/ Jonathan Banas              8.18.15    
Jonathan Banas        Date








Effective Date: 1/1/15
Revision Date: 7/13/15

39550 Orchard Hill Place Drive • Novi, MI 48375 • Phone: (248) 596-5900 • Fax: (248) 596-6550


NEWS RELEASE
Contacts:     Sharon S. Wenzl
Cooper Standard
(248) 596-6211
sswenzl@cooperstandard.com


Cooper Standard Appoints J. Banas to Vice President, Corporate Controller and Chief Accounting Officer

NOVI, Mich., Aug. 28, 2015 – Cooper-Standard Holdings Inc. (NYSE: CPS), the parent Company of Cooper-Standard Automotive Inc. (“Cooper Standard”), today announced the appointment of Jonathan P. Banas to vice president, corporate controller and chief accounting officer, effective September 14. In this position, Banas will oversee all aspects of Cooper Standard’s accounting function including: ensuring regulatory compliance; setting and enforcing accounting policies; maintaining financial records; and developing world-class financial best practices. Based at Cooper Standard’s world headquarters in Novi, Banas will report to Matthew Hardt, executive vice president and chief financial officer.

“With more than 20 years of diverse, global experience in corporate finance and public accounting, Jon has demonstrated he is a proven leader, skilled at building strong teams and putting continuous improvement ideas into practice,” said Hardt. “I am confident that Jon will provide the technical and financial leadership necessary to support our global growth.”

Before joining Cooper Standard, Banas spent 11 years at ZF TRW (formerly TRW Automotive Holdings Corp.) in Livonia, Mich., where he served in roles of increasing responsibility. Most recently, he was director, financial reporting, where he was responsible for worldwide financial reporting, including SEC, consolidation and technical accounting processes. He joined the company as senior manager, financial reporting and technical accounting in 2004.

Prior, he held corporate accounting positions at Hayes Lemmerz International, Inc. in Northville, Mich. and KPMG LLP in Detroit, as well as served as president of a financial management and accounting services firm, 664 Consulting Group, PC, in Plymouth, Mich.

Banas earned a Bachelor of Business Administration degree in accounting at Wayne State University in Detroit and a Master of Business Administration degree in finance and accounting from the University of


Michigan in Ann Arbor. He is a Certified Public Accountant (CPA) and a member of the American Institute of CPAs.

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.

# # #

Editor’s Note:
For a high-res image of Banas, please contact Adriana Van Duyn at avanduyn@bianchipr.com.     
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