Cooper-Standard (CPS) Proxy filing summary

Executive summary

• 2025 marked record operational performance, with margin expansion, positive cash flow, and a 24% increase in operating income over 2024, despite industry disruptions.

• $298 million in net new business awards, 74% tied to innovation products; world-class safety and quality metrics achieved.

• Recognized for sustainability and innovation by multiple industry and media organizations.

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with voting on directors, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine director nominees for a one-year term, an advisory say-on-pay vote, and ratification of Ernst & Young LLP as auditor for 2026.

• Each share of common stock as of March 20, 2026, is entitled to one vote per proposal.

• Proposals require a majority of votes cast to pass; abstentions and broker non-votes have no effect.

• Shareholders can submit questions before or during the virtual meeting.

Board of directors and corporate governance

• Eight of nine director nominees are independent; board has an independent lead director and annual evaluations.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent and meet regularly in executive session.

• Board skills include industry, finance, M&A, international, engineering, innovation, cybersecurity, and ESG.

• Director compensation includes cash fees and equity grants, with stock ownership requirements of five times the annual cash fee.