Form 8-K

8-K — COOPER COMPANIES, INC.

Accession: 0001628280-26-029853

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0000711404

SIC: 3851 (OPHTHALMIC GOODS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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8-K — coo-20260504.htm (Primary)

EX-99.1 (pr-coopercompaniesappoints.htm)

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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): May 4, 2026

_______________________________________________

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________

Delaware 001-08597 94-2657368

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

6101 Bollinger Canyon Road, Suite 500, San Ramon, California 94583

(Address of principal executive offices, including Zip Code)

(925) 460-3600

(Registrant’s telephone number, including area code)

_______________________________________________

Check the appropriate box below if the Form 8-K 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $.10 par value COO Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, The Cooper Companies, Inc. (the “Company”) announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”) approved an increase in the size of the Board from nine directors to ten directors effective as of July 1, 2026, and approved the appointment of Paul Keel to fill the new director position, effective as of July 1, 2026, until his successor is duly elected and qualified or until his earlier resignation or removal. The Board also approved the appointment of Mr. Keel to the Audit Committee, effective as of July 1, 2026, and concurrent with his appointment to the Board.

Mr. Keel has been determined to be an independent director under Nasdaq listing standards. There are no arrangements or understandings between Mr. Keel and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Keel that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Keel will be compensated for his service as a director consistent with the compensation provided to other non-employee directors as described in the Company’s most recent proxy statement, filed with the United States Securities and Exchange Commission on February 24, 2026.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointment of Mr. Keel is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

99.1

Press Release dated May 4, 2026 of The Cooper Companies, Inc.

104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

THE COOPER COMPANIES, INC.

By: /s/ Daniel G. McBride

Daniel G. McBride

Executive Vice President, Chief Operating

Officer, General Counsel & Secretary

Dated: May 4, 2026

EX-99.1

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Document

PRESS RELEASE

CooperCompanies Appoints Paul Keel to its Board of Directors

SAN RAMON, Calif., May 4, 2026 - CooperCompanies (Nasdaq: COO), a leading global medical device company, announced today that its Board of Directors has appointed Paul Keel as an independent director, effective July 1, 2026. Mr. Keel has also been appointed to serve on the Audit Committee when he joins the Board.

“We are delighted to welcome Paul to our Board as a new Director,” said Colleen Jay, Chair of the Board of CooperCompanies. “His experience as a CEO in the medical device sector, along with a successful track record of leading complex global operations, will be a significant asset as Cooper continues to execute its strategy and create long-term value for patients, customers, and shareholders.”

Mr. Keel has served as President and Chief Executive Officer of Envista Holdings Corporation (NYSE: NVST), a global specialty medical technology company, since 2024. Prior to joining Envista, Mr. Keel served as CEO of Smiths Group plc (LON: SMIN), a diversified global industrial technology company and FTSE constituent, from 2021 to 2024. Earlier, he spent 16 years at 3M, serving in various leadership roles, including Group President of 3M Consumer Business, President of 3M Medical, President of 3M Unitek, SVP of Manufacturing & Supply Chain, and SVP of Marketing, Sales & Business Development. Mr. Keel’s career also includes roles at General Mills, General Electric, Norwest Equity Partners, and McKinsey & Company. He holds an MBA from Harvard Business School and a BA in Economics from Carleton College.

About CooperCompanies

CooperCompanies (Nasdaq: COO) is a leading global medical device company focused on helping people experience life’s beautiful moments through its two business units, CooperVision and CooperSurgical. CooperVision is a trusted leader in the contact lens industry, helping to improve the way people see each day. CooperSurgical is a leading fertility and women’s healthcare company dedicated to putting time on the side of women, babies, and families at the healthcare moments that matter most. Headquartered in San Ramon, CA, CooperCompanies has a workforce of more than 15,000, sells products in over 130 countries, and positively impacts over fifty million lives each year. For more information, please visit www.coopercos.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Statements relating to the Company’s efforts to enhance long-term shareholder value, plans, strategies, future actions, and other statements of which are other than statements of historical fact, are forward-looking. Forward-looking statements necessarily depend on assumptions, data, or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Statements regarding future events and performance and contain words such as “expects” and similar words or phrases. A wide range of factors could materially affect future developments, including, but not limited to, uncertainties related to market conditions and other factors set forth in our other filings with the United States Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. These risks and uncertainties may cause actual future results or actions to be materially different than those expressed in such forward-looking statements. We do not intend, or undertake any duty, to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:

Kim Duncan

Vice President, Investor Relations and Risk Management

925-460-3663

ir@cooperco.com

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