Cooper-Standard (CPS) Proxy filing summary

Executive summary

• Board extended the Section 382 Rights Plan by one year to protect $216 million in tax benefits as of December 31, 2025, aiming to preserve future U.S. federal tax offsets.

• The extension was permitted under terms previously approved by over 95% of stockholders in 2023.

• ISS recommended voting against all director nominees due to the extension not being submitted for a new stockholder vote.

• Board disagrees with ISS, emphasizing the extension's alignment with stockholder interests and prior approvals.

Voting matters and shareholder proposals

• Board recommends voting “FOR” all director nominees at the May 14, 2026 Annual Meeting.

• ISS recommends voting “against” all director nominees due to the Rights Plan extension process.

• Board asserts the extension was within its authority and necessary to protect tax assets.

Board of directors and corporate governance

• Board exercised authority to extend the Rights Plan without additional stockholder approval, as allowed by the 2023 vote.

• Board commits to submitting any future long-term Section 382 rights agreement to stockholders for approval.

• ISS’s opposition is based solely on the process, not on directors’ qualifications or performance.