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): February 23, 2011
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COOPER TIRE & RUBBER COMPANY
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-04329
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344297750
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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701 Lima Avenue, Findlay, Ohio
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45840
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(419) 423-1321
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2011, Laurie J. Breininger notified Cooper Tire & Rubber Company (the “Company”) that she would not stand for re-election as a director of the Company when her current term expires at the Company’s 2011 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Breininger is expected to continue to serve the remainder of her term until the date of the Annual Meeting. Ms. Breininger has served on the Company’s Board of Directors since 2003 and currently serves as a member of the Audit Committee and Nominating and Corporate Governance Committee of the Company’s Board of Directors.
Ms. Breininger’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company appreciates and thanks Ms. Breininger for her service and commitment as a director and will continue to benefit from her perspectives and insights as a director and committee member until her term expires at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COOPER TIRE & RUBBER COMPANY | |||
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By:
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/s/ Jack Jay McCracken | |
| Name: Jack Jay McCracken | |||
| Title: Assistant Secretary | |||
Date: February 28, 2011