COOPER COMPANIES, INC. 8-K

What Happened

• Cooper Companies, Inc. (COO) announced on Dec. 22, 2025 a letter agreement with activist investor Browning West, and on Dec. 23, 2025 issued a press release confirming the agreement and the appointment of Walter M. Rosebrough, Jr. to the Board effective Jan. 3, 2026. The Company will nominate and support Mr. Rosebrough for election at its 2026 annual meeting.

Key Details

• Agreement date: December 22, 2025; press release dated December 23, 2025.
• New director: Walter M. Rosebrough, Jr., effective January 3, 2026; to join the Corporate Governance and Nominating Committee.
• Board changes: Company will search for one additional independent director (subject to Browning West approval) and use good faith efforts to appoint that director by no later than June 30, 2026.
• Governance terms: Board size limited to 10 directors during the “Cooperation Period”; Browning West agrees to customary standstill restrictions and voting commitments until 30 days before the 2027 nomination notice deadline. The Agreement ends at the close of the Cooperation Period.
• The Company will give due and serious consideration to appointing Mr. Rosebrough as Chairman on or before the end of the Cooperation Period.

Why It Matters

• This agreement changes Board composition and governance timelines, giving Browning West an immediate board seat and input on at least one additional director. For investors, that means potential shifts in oversight or strategy driven by the new director(s) and a temporary reduction in public activist pressure due to the standstill and voting commitments. Monitor upcoming board nominations, the 2026 annual meeting vote, and any subsequent governance or strategic announcements tied to these changes.