Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2021, the Board of Directors ("Board") of Cooper Tire & Rubber
Company (the "Company") elected Tyrone M. Jordan as a new director, effective
immediately, for an initial term ending at the Company's 2021 Annual Meeting of
Stockholders or until his earlier resignation or removal. Mr. Jordan is not
being appointed to any committees at this time. Mr. Jordan is the former
President and Chief Operating Officer of DURA Automotive System, LLC. The Board
has determined that, as of January 10, 2021, Mr. Jordan satisfies the definition
of "independent director" under the listing standards of the New York Stock
Exchange.
As a non-employee director, Mr. Jordan will receive compensation in the same
manner as the Company's other non-employee directors, which compensation the
Company previously disclosed in the Company's definitive proxy statement on
Schedule 14A filed on March 26, 2020 with the Securities and Exchange Commission
(the "SEC").
On January 10, 2021, the Company also entered into an Indemnification Agreement
(the "Indemnification Agreement") with Mr. Jordan. The Indemnification Agreement
is substantially the same as the form indemnification agreement for directors
and executive officers that is filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the SEC on December 20, 2006.
Item 7.01 Regulation FD Disclosure.
On January 11, 2021, the Company issued a press release (the "Press Release")
announcing the election of Mr. Jordan as a new director of the Company. A copy
of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference. The information in this Item 7.01,
as well as Exhibit 99.1, shall not be treated as "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99 . 1 Press release dated January 11, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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