>Effective January 19, 2017, the Board of Directors (the
“Board”) of Cooper-Standard Holdings Inc. (the “Company”)
amended and restated the Company’s By-Laws (the “By-Laws”) to
change the voting standard for the election of directors from a
plurality to a majority voting standard in uncontested elections.
to the new Section 3.4 of the By-Laws, under the new majority
voting standard, a nominee for director shall be elected to the
Board only upon the affirmative vote of a majority of the total
votes cast, which means that the number of votes for a nominee
exceeds 50 percent of the votes cast with respect to the election
of that nominee with abstentions and broker non-votes, if
applicable, not counted as a vote cast for or against that
directors election. As set forth in the new Section 3.5 of the
By-Laws, directors will continue to be elected by plurality vote at
any meeting of stockholders for which, as of the fourteenth
(14^th)
day before the date the Company begins mailing its notice of the
meeting, the number of nominees exceeds the number of directors to
be elected (a “Contested Election”), whether or not such election
becomes an uncontested election after such date.

The new Section 3.6 of the By-Laws provides that, in order for
any incumbent director to be nominated by the Board for further
service, such person must submit or have submitted an irrevocable
resignation, that will become effective if (i) that person does
not receive a majority of the votes cast in an election that is
not a Contested Election and (ii) the Board accepts that
resignation. Within 90 days of receiving the certified vote
pertaining to any election of directors by stockholders by
majority voting in which an incumbent director failed to receive
a majority of the votes cast, (i) the Governance Committee shall
make a recommendation to the Board as to whether to accept or
reject the resignation of such incumbent director, or whether
other action should be taken and (ii) the Board shall consider
the recommendation of the Governance Committee and shall act on
the resignation of the unsuccessful incumbent. The Governance
Committee in making its recommendation and the Board in making
its determination may consider any factors they determine
appropriate. Unless the Board makes a determination to reject the
resignation of the incumbent director, the Board shall not elect
or appoint any unsuccessful incumbent to the Board for at least
one year after such annual meeting. If the Board accepts the
resignation, or if a nominee for director is not elected and the
nominee is not an incumbent director, then the Board may fill the
resulting vacancy.

In addition, in connection with the By-Laws amendments, the Board,
upon the recommendation of the Governance Committee, approved an
amendment to the Company’s Corporate Governance Guidelines to
provide for director resignation and other procedures in the event
a nominee fails to receive a majority of votes cast.

The foregoing description of the amendments to the Amended and
Restated By-Laws is qualified in its entirety by reference to the
text of Amendments of the Amended and Restated By-Laws, filed as
Exhibit 3.2 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits