Cooper Companies Files 8-K: Agreements, Officer Changes, and Disclosures

Ticker: COO · Form: 8-K · Filed: Dec 23, 2025 · CIK: 711404

Sentiment: neutral

Topics: material-agreement, officer-changes, corporate-governance

TL;DR

Cooper Companies filed an 8-K detailing material agreements, officer changes, and regulatory disclosures.

AI Summary

On December 22, 2025, The Cooper Companies, Inc. announced the entry into a material definitive agreement, the departure of directors or certain officers, and the election of directors. The company also disclosed compensatory arrangements for certain officers and provided Regulation FD disclosures. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements and changes in leadership or compensation, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by The Cooper Companies, Inc. on December 22, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

Who are the directors or officers departing from The Cooper Companies, Inc. as reported in the 8-K?

The filing mentions the departure of directors or certain officers, but their names are not specified in the provided text.

Were there any new officers elected or appointed to The Cooper Companies, Inc. on or around December 22, 2025?

The filing states the election of directors and appointment of certain officers, but does not name the individuals involved in the provided text.

What type of compensatory arrangements were disclosed for certain officers of The Cooper Companies, Inc.?

The filing mentions compensatory arrangements of certain officers, but the specific details of these arrangements are not detailed in the provided text.

What is the primary business of The Cooper Companies, Inc. according to its SIC code?

The Cooper Companies, Inc. is classified under SIC code 3851, which pertains to Ophthalmic Goods.

Filing Stats: 1,038 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2025-12-23 17:04:27

Filing Documents

From the Filing

8-K 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): December 22, 2025 THE COOPER COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-8597 94-2657368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6101 Bollinger Canyon Road , Suite 500 , San Ramon , California 94583 (Address of principal executive offices, including Zip Code) (925) 460-3600 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 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-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $.10 par value COO Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On December 22, 2025, The Cooper Companies, Inc. (the "Company") entered into a letter agreement (the "Agreement") with Browning West, LP (including the funds managed by it, "Browning West"). Pursuant to the Agreement, the Company agreed, among other things, to: (i) appoint Walter M. Rosebrough, Jr. to the Company's Board of Directors (the "Board") and to the Board's Corporate Governance and Nominating Committee (the "Nominating Committee"), effective January 3, 2026; (ii) nominate and support the election of Mr. Rosebrough at the Company's 2026 annual meeting of the stockholders, (iii) conduct a search for one additional independent director and to use good faith efforts to appoint such additional independent director, who will be subject to Browning West's approval, to the Board as soon as reasonably practicable, but in no event later than June 30, 2026; (iv) limit the size of the Board to ten directors during the Cooperation Period (as defined below); and (v) provide due and serious consideration to appointing Mr. Rosebrough as Chairman of the Board either on or prior to the conclusion of the Cooperation Period. In connection with the Agreement, Browning West has agreed to abide by certain by certain customary standstill restrictions and voting commitments that will remain effective from the date of the Agreement until the date that is 30 days prior to the notice deadline for stockholder nominations of director candidates for election to the Board at the Company's 2027 annual meeting of the stockholders (such period, the "Cooperation Period"). The Agreement will terminate at the end of the Cooperation Period. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information in Item 1.01 is incorporated by reference herein. In connection with the Agreement, following the recommendation of the Nominating Committee, on December 22, 2025, the Board appointed Mr. Rosebrough to the Board and to the Nominating Committee, effective January 3, 2026. Mr. Rosebrough will be paid the same compensation received by other non-management directors on the Board, which is more fully described under the caption "Compensation of Directors" in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 19, 2025, as may be adjusted by the Board from time to time. Other than the Agreement, there is no other arrangement or understanding pursuant to which Mr. Rosebrough will be appointed as a director of the Company. There are no family relationships between Mr. Rosebrough and any director or executive officer of the Company. There are no related party transactions in respect of th

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