Cooper Companies Files 8-K on Governance Changes

TL;DR

**Cooper Companies just filed an 8-K about changes to shareholder rights and bylaws, so keep an eye on potential governance shifts!**

AI Summary

The Cooper Companies, Inc. filed an 8-K on February 16, 2024, reporting on material modifications to the rights of security holders, amendments to its Articles of Incorporation or Bylaws, and other events. The company, incorporated in Delaware with a fiscal year ending October 31, operates in the ophthalmic goods industry. This filing indicates potential changes to its corporate governance or shareholder rights.

Why It Matters

Changes to security holder rights or corporate bylaws can impact shareholder value and the company's operational flexibility, potentially affecting investor confidence.

Risk Assessment

Risk Level: medium — Modifications to security holder rights or bylaws can introduce uncertainty regarding corporate control and future strategic decisions.

Key Players & Entities

• THE COOPER COMPANIES, INC. (company) — Registrant
• Delaware (company) — State of incorporation
• February 16, 2024 (date) — Date of earliest event reported and filing date
• October 31 (date) — Fiscal year end
• 0000711404 (company) — Central Index Key (CIK)

FAQ

Key Financial Figures

• $0.10 — f the Company's common stock, par value $0.10 per share (the "Common Stock"), without

Filing Documents

• coo-20240216.htm (8-K) — 34KB
• coo-charteramendmentstocks.htm (EX-3.1) — 8KB
• pr-coopercompaniesstockspl.htm (EX-99.1) — 6KB
• image_0.jpg (GRAPHIC) — 19KB
• 0000711404-24-000010.txt ( ) — 211KB
• coo-20240216.xsd (EX-101.SCH) — 2KB
• coo-20240216_lab.xml (EX-101.LAB) — 26KB
• coo-20240216_pre.xml (EX-101.PRE) — 13KB
• coo-20240216_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 15, 2024, The Cooper Companies, Inc. (the "Company") filed a certificate of amendment to the Company's Second Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a four-for-one split (the "Stock Split") of the Company's common stock, par value $0.10 per share (the "Common Stock"), without any change to its par value. Additionally, pursuant to the Certificate of Amendment, the number of authorized shares of the Company's Common Stock was proportionately increased from 120,000,000 to 480,000,000 in connection with the Stock Split. The Stock Split was approved by the Company's board of directors on December 6, 2023. Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval is not required in connection with the foregoing. The Stock Split became effective at 5:00 p.m., Eastern Time, on February 16, 2024. Trading of the Common Stock on the Nasdaq Global Select Market is expected to commence on a Stock Split-adjusted basis when the market opens on February 20, 2024, under the existing trading symbol "COO." The new CUSIP number for the Common Stock following the Stock Split is 216648501. As a result of the Stock Split, every one (1) share of Common Stock issued and outstanding was automatically divided into four (4) shares of Common Stock. The Stock Split is a mandatory exchange. The Stock Split does not modify any rights or preferences of the shares of the Common Stock. Proportionate adjustments will be made to the per share exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company's equity incentive plans. The Common Stock issued pursuant to the Stock Split remains fully paid and non-assessable. The foregoing description of the Cer

01. Other Events

Item 8.01. Other Events. On February 15, 2024, the Company issued a press release announcing the Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 3.1 Certificate of Amendment to Second Restated Certificate of Incorporation of The Cooper Companies, Inc. 99.1 Press Release dated February 15, 2024 of The Cooper Companies, Inc. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. THE COOPER COMPANIES, INC. By: /s/ Nicholas S. Khadder Nicholas S. Khadder General Counsel & Corporate Secretary Dated: February 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR