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Increased shareholder control of Cooper Tire OK'd

ROMULUS, Mich. - Shareholders of Cooper Tire & Rubber Co. yesterday approved two measures to strengthen shareholder control and to increase the number of shares available to award as incentive compensation to company officials.

The actions, approved during an 18-minute annual meeting in the Westin Hotel at Detroit Metro Airport, were taken as the company prepared to release first-quarter re-

sults today and as it issued a 10.5 cents-a-share quarterly dividend, payable June 30 to holders of record June 2.

Shareholders overwhelmingly approved a measure that "declassified" the company's directors at the end of their current three-year terms, allowing for yearly election of the company's entire board.

In response to a question from one of the handful of outside shareholders in attendance, Chief Executive Officer Roy Armes said the proposal was made "at the request of shareholders."

The firm's request to broaden the number of shares at its disposal for incentive compensation to executives and company officers was approved by shareholders by more than a 2-1 ratio.

Mr. Armes, who declined to speak directly with The Blade, told shareholders that demand for the Findlay replacement-tire company's products rebounded in the second half of 2009 as the global economy recovered.

"In the second half, demand started to stabilize and we were able to begin ramping our facilities back up to higher operating levels," Mr. Armes said.

Cost-containment measures the company put into place early in 2009 increased profitability, he said. Among other actions, Cooper Tire closed its production facility in Albany, Ga., and transferred some of that work to its three remaining U.S. plants, including one in Findlay.

"As the demand scenario improved, the improvements we had made began to be visible on the bottom line," Mr. Armes said.

Contact Larry P. Vellequette at:

lvellequette@theblade.com

or 419-724-6091.

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