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 6, 2021
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)) Securities registered pursuant to Section 12(b) of the Act. |
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 7, 2021 we issued a press release announcing first quarter 2021 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Koppers Holdings Inc. (the “Company”) held its Annual Meeting of Shareholders on May 6, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the First Amendment (the “First Amendment”) to the Koppers Holdings Inc. 2020 Long Term Incentive Plan (the “2020 LTIP”) and the Amended and Restated Koppers Holdings Inc. Employee Stock Purchase Plan (the “Amended and Restated ESPP”).
A summary of the 2020 LTIP, as amended by the First Amendment, and the Amended and Restated ESPP were included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2021 (the “2021 Proxy Statement”) under the sections titled “Proxy Item 2 — Proposal to Approve an Amendment to our 2020 Long Term Incentive Plan” and “Proxy Item 3 — Proposal to Approve our Amended and Restated Employee Stock Purchase Plan,” respectively, and are incorporated herein by reference. The summaries of the 2020 LTIP, as amended by the First Amendment, and the Amended and Restated ESPP contained in the 2021 Proxy Statement are qualified in their entirety by reference to the full text of the First Amendment and the Amended and Restated ESPP, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 6, 2021. Five matters were considered and voted upon at the Annual Meeting: (1) the election of eight persons to serve on our board of directors; (2) the approval of the First Amendment; (3) the approval of the Amended and Restated ESPP; (4) an advisory resolution to approve executive compensation; and (5) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2021.
Election of Directors: Nominations of Leroy M. Ball, Xudong Feng, Ph.D., Traci L. Jensen, David L. Motley, Albert J. Neupaver, Louis L. Testoni, Stephen R. Tritch and Sonja M. Wilkerson to serve as directors for one-year terms expiring in 2022 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 | 18,479,415 | 323,163 | 5,318 | 851,239 |
Xudong Feng, Ph.D. | 18,394,907 | 405,629 | 7,360 | 851,239 |
Traci L. Jensen | 18,644,914 | 156,149 | 6,833 | 851,239 |
David L. Motley | 17,700,687 | 1,092,412 | 14,797 | 851,239 |
Albert J. Neupaver | 18,422,353 | 378,600 | 6,943 | 851,239 |
Louis L. Testoni | 18,692,515 | 108,338 | 7,043 | 851,239 |
Stephen R. Tritch | 18,460,501 | 340,152 | 7,243 | 851,239 |
Sonja M. Wilkerson | 18,626,093 | 167,967 | 13,836 | 851,239 |
Approval of the First Amendment to the Koppers Holdings Inc. 2020 Long Term Incentive Plan: The final voting results to approve the First Amendment are as follows:
For | Against | Abstain | Broker Non-Votes |
10,480,035 | 8,310,199 | 17,662 | 851,239 |
Approval of the Amended and Restated Koppers Holdings Inc. Employee Stock Purchase Plan: The final voting results to approve the Amended and Restated ESPP are as follows:
For | Against | Abstain | Broker Non-Votes |
18,747,331 | 53,653 | 6,912 | 851,239 |
Advisory Resolution to Approve Executive 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 2021 Annual Meeting was approved. The final voting results are as follows:
For | Against | Abstain | Broker Non-Votes |
18,382,620 | 404,580 | 20,696 | 851,239 |
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 2021. The final voting results to ratify the appointment of KPMG LLP are as follows:
For | Against | Abstain |
19,601,404 | 36,583 | 21,148 |
There were no broker non-votes with respect to this matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
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 7, 2021
KOPPERS HOLDINGS INC. |
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By: | | /s/ Michael J. Zugay |
| | Michael J. Zugay |
| | Chief Financial Officer |
