COOPER STANDARD HOLDINGS INC (CPS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
COOPER STANDARD HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020 (within the strong-positive TSR period); CPS's 3-year price return of +113.6% outperforms the XLY sector ETF by +64.0pp, which is just below the 65pp threshold required to trigger an AGAINST vote, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns noted.
CEO and director since 2012; CPS's 3-year price return of +113.6% outperforms XLY by +64.0pp, just below the 65pp AGAINST threshold, so the TSR trigger does not fire; no independence concern applies to the CEO role on the board under this trigger.
Director since 2020; the 3-year TSR gap versus XLY is +64.0pp, which does not meet the 65pp threshold required to trigger an AGAINST vote under the strong-positive absolute TSR tier; no overboarding, attendance, or independence concerns identified.
Director since 2020; CPS's strong 3-year return of +113.6% versus XLY results in a +64.0pp gap, just below the 65pp trigger threshold; no overboarding, attendance, or independence concerns noted.
Lead director since 2011 with deep financial and M&A expertise; the 3-year TSR outperformance gap of +64.0pp versus XLY does not reach the 65pp threshold; no attendance or overboarding concerns identified.
Director since 2021; the +64.0pp gap versus XLY over 3 years is just below the 65pp AGAINST threshold; she is a CPA and certified internal auditor serving on the Audit Committee, satisfying financial expertise requirements.
Director since 2015; the 3-year TSR gap of +64.0pp versus XLY falls just short of the 65pp trigger threshold; no attendance or overboarding concerns noted, and he holds relevant automotive industry experience.
Director since 2016; the 3-year XLY gap of +64.0pp does not reach the 65pp AGAINST threshold; she brings engineering, technology, and cybersecurity expertise relevant to Cooper Standard's business.
Director since 2008; the +64.0pp 3-year outperformance gap versus XLY is just below the 65pp trigger threshold; he is a CPA serving as Audit Committee Chair, satisfying financial expertise requirements, and all attendance requirements are met.
All nine director nominees receive a FOR vote. CPS's 3-year price return of +113.6% is a strong positive return, and the company's outperformance versus the XLY Consumer Cyclical ETF (the applicable fallback benchmark, as no named peer group TSR data is available for a direct comparison) is +64.0pp — just below the 65pp threshold required to trigger an AGAINST vote under the strong-positive absolute TSR tier. No directors are flagged for overboarding, poor attendance, independence issues, or familial relationships with management.
Say on Pay
✓ FORCEO
JEFFREY S. EDWARDS
Total Comp
$5,179,179
Prior Support
63%%
The prior year Say on Pay vote came in at approximately 63%, which is below the 70% threshold that normally triggers a No vote if the company made no visible changes. However, Cooper Standard engaged meaningfully with shareholders after that result — the company reached out to holders representing over 40% of outstanding shares, met with four of its top ten shareholders, and made specific changes to its incentive plan design in direct response to investor feedback (including returning to differentiated metrics across annual and long-term plans and implementing a three-year average ROIC target with a relative TSR modifier for 2026). The pay program itself shows a reasonable structure: the CEO's total compensation of approximately $5.2M reflects no base salary increase since 2023, no targeted long-term incentive increase in four years, a pay mix that is heavily performance-based (annual bonus and performance-based stock awards tied to Adjusted EBITDA, free cash flow, ROIC, and relative total shareholder return), a clawback policy, and stock ownership requirements — all of which represent a genuine pay-for-performance orientation consistent with the company's strong operational and stock price performance in 2025.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,374
Non-Audit Fees
$711
Non-audit fees (audit-related fees of $223k plus tax fees of $488k, totaling $711k) represent approximately 21% of core audit fees of $3,374k, well below the 50% threshold that would trigger a concern about auditor independence. Ernst & Young is a Big 4 firm appropriate for a company of Cooper Standard's size. Auditor tenure is not explicitly disclosed in the proxy, so no tenure trigger is applied per policy.
Overall Assessment
The 2026 Cooper Standard annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory Say on Pay vote. All nine director nominees receive a FOR vote as the company's strong 3-year stock return of +113.6% falls just below the policy's AGAINST threshold versus the XLY ETF benchmark; the auditor fee structure is clean with non-audit fees well within acceptable limits; and the Say on Pay receives a FOR vote because the company conducted substantive shareholder engagement after a below-70% vote in 2025 and made credible program changes in response.