KOPPERS HOLDINGS INC. (NYSE:KOP) Files An 8-K Results of Operations and Financial Condition
Item 5.02 Results of Operations and Financial Condition.

On May 3, 2018 we issued a press release announcing first quarter 2018 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.

On March 21, 2018 our board of directors approved our amended and restated 2018 Long Term Incentive Plan (the “Plan”) and on May1, 2018 our shareholders approved the Plan at our Annual Meeting of Shareholders (the “Annual Meeting”). The Plan governs the award and payment of cash and equity awards to our employees (including executive officers), independent consultants and non-employee directors. A detailed summary of the terms of the Plan is set forth in Proposal 2 in our proxy statement for our Annual Meeting, which was filed with the Securities and Exchange Commission on March 29, 2018 and is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

Koppers Holdings Inc. (the “Company”) held its Annual Meeting on May 1, 2018.Four matters were considered and voted upon at the Annual Meeting: (1) the election of eight persons to serve on our board of directors; (2) approval of our 2018 Long Term Incentive Plan; (3) an advisory resolution to approve executive compensation; and (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018.

Election of Directors: Nominations of Cynthia A. Baldwin, Leroy M. Ball, Jr., Sharon Feng, Ph.D., David Hillenbrand, Ph.D., Albert J. Neupaver, Louis L. Testoni, Stephen R. Tritch and T. Michael Young to serve as directors for one-year terms expiring in 2019 were considered and all nominees were elected. All nominees received a majority of votes cast. The final voting results are as follows:

Approval 2018 Long Term Incentive Plan: The proposal to approve our 2018 Long Term Incentive Plan was approved. The final voting results are as follows:

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 2018 Annual Meeting was approved. The final voting results are as follows:

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 2018. The final voting results to ratify the appointment of KPMG LLP are as follows:

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

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits.The following exhibit is furnished herewith:

Koppers Holdings Inc. Exhibit
EX-10.1 2 kop-ex101_105.htm EX-10.1 kop-ex101_105.htm Exhibit 10.1   KOPPERS HOLDINGS INC. 2018 LONG TERM INCENTIVE PLAN AS ADOPTED EFFECTIVE MARCH 21,…
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About KOPPERS HOLDINGS INC. (NYSE:KOP)

Koppers Holdings Inc. is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. The Company operates through three business segments: Railroad and Utility Products and Services (RUPS), Carbon Materials and Chemicals (CMC) and Performance Chemicals (PC). The Railroad and Utility Products and Services segment sells treated and untreated wood products, rail joint bars and services primarily to the railroad industry and treated wood products to the utility industry. Its utility products include transmission and distribution poles and pilings. The Carbon Materials and Chemicals segment is primarily a manufacturer of creosote, carbon pitch, naphthalene, phthalic anhydride and carbon black feedstock. The Performance Chemicals segment develops, manufactures, and markets wood preservation chemicals and wood treatment technologies and services a range of markets including infrastructure, residential and commercial construction and agriculture.