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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 04, 2023

 

 

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

1-32737

20-1878963

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

436 Seventh Avenue

 

Pittsburgh, Pennsylvania

 

15219

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (412) 227-2001

 

Not Applicable

(Former name or former address, if changed since last report)

 

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: (see General Instruction A.2. below)

☐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))

 


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

KOP

 

The New York Stock Exchange

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

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2023 we issued a press release announcing first quarter 2023 results. A copy of the press release is included in this Current Report on Form 8-K as Exhibit 99.1 and is furnished herewith.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Koppers Holdings Inc. (the “Company”) held its Annual Meeting of Shareholders on May 4, 2023 (the “Annual Meeting”). Four matters were considered and voted upon at the Annual Meeting: (1) the election of nine persons to serve on our Board of Directors; (2) an advisory resolution to approve named executive officer compensation; (3) an advisory resolution to approve the frequency of future advisory votes on named executive officer compensation; and (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023.

Election of Directors: Nominations of Leroy M. Ball, Xudong Feng, Ph.D., Traci L. Jensen, David L. Motley, Albert J. Neupaver, Andrew D. Sandifer, Louis L. Testoni, Stephen R. Tritch and Sonja M. Wilkerson to serve as directors for one-year terms expiring in 2024 were considered, and all nominees were elected. All nominees received a majority of votes cast. The final voting results are as follows:

Nominees

For

Against

Abstain

Broker Non-Votes

Leroy M. Ball

17,790,675

272,834

1,892

1,213,990

Xudong Feng, Ph.D.

17,536,299

525,589

3,513

1,213,990

Traci L. Jensen

17,912,767

143,729

8,905

1,213,990

David L. Motley

17,768,491

287,335

9,575

1,213,990

Albert J. Neupaver

17,594,054

468,358

2,989

1,213,990

Andrew D. Sandifer

17,967,381

88,640

9,380

1,213,990

Louis L. Testoni

17,682,067

380,242

3,092

1,213,990

Stephen R. Tritch

17,724,975

337,418

3,008

1,213,990

Sonja M. Wilkerson

17,759,787

296,746

8,868

1,213,990

Advisory Resolution to Approve Named Executive Officer Compensation: The advisory resolution approving the compensation of the named executive officers of the Company as disclosed in the Notice of Annual Meeting and Proxy Statement for the 2023 Annual Meeting was approved. The final voting results are as follows:

For

Against

Abstain

Broker Non-Votes

17,672,131

368,611

24,659

1,213,990

Advisory Resolution to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation: On the advisory resolution to approve the frequency of future advisory votes on named executive officer compensation, the Company’s shareholders recommend that such votes be held annually as follows:

For 1 Year

For 2 Years

For 3 Years

Abstain

Broker Non-Votes

17,034,489

4,649

981,000

45,263

1,213,990

The Company’s shareholders cast the highest number of votes for an annual frequency, consistent with the recommendation of the Company’s Board of Directors. Accordingly, in light of the voting results and other factors, the Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next advisory vote concerning the frequency of future advisory votes on named executive officer compensation is held.

Ratification of Appointment of KPMG LLP: The Audit Committee of the Company’s Board of Directors appointed KPMG LLP as our independent registered public accounting firm for the year 2023. The final voting results to ratify the appointment of KPMG LLP are as follows:

For

Against

Abstain

19,055,764

168,522

55,105

There were no broker non-votes with respect to this matter.

 

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1

 

Press Release dated May 5, 2023

104

 

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

 

 

 

 

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.

Dated: May 5, 2023

KOPPERS HOLDINGS INC.

 

 

By:

/s/ Jimmi Sue Smith

 

Jimmi Sue Smith

 

Chief Financial Officer