KOPPERS HOLDINGS INC. (NYSE:KOP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2018, the Board of Directors of Koppers Holdings Inc. (the “Company”) increased the size of the Board of Directors from eight to 11 directors and elected Traci Jensen, David L. Motley and Sonja M. Wilkerson as directors of the Company.The committees on which Mmes. Jensen and Wilkerson and Mr. Motley will serve have not been determined. Mmes. Jensen and Wilkerson and Mr. Motley will receive compensation for their services as non-employee directors in accordance with the Company’s standard compensatory arrangement described in the Company’s definitive Proxy Statement for its 2018 Annual Meeting under the caption “Director Compensation” filed to Regulation 14A with the Securities and Exchange Commission on March 29, 2018. to such compensatory arrangement Mmes. Jensen and Wilkerson and Mr. Motley each received an equity award of 1,768 shares of common stock upon election.

Ms. Jensen currently serves as Senior Vice President, Global Construction Adhesives, at H.B. Fuller Company, a global adhesives manufacturer based out of St. Paul, Minnesota, where Ms. Jensen has held various roles since 2009.Mr. Motley is currently a General Partner with BlueTree Venture Fund, a venture fund based in Pittsburgh, Pennsylvania, and is also a director of F.N.B. Corporation, a public financial services corporation.Ms. Wilkerson currently serves as the Senior Vice President, Human Resources, at Infinera Corporation, a vertically integrated packet-optical solutions provider, serving the largest network operators in the world.Prior to her current position, Ms. Wilkerson served as Vice President, Human Resources, at Hewlett Packard Enterprise, and Director, Human Resources, at Cisco Systems.

Under the age restriction criteria of the company’s corporate governance guidelines, Cynthia A. Baldwin and T. Michael Young will be ineligible for re-election at our 2019 Annual Meeting and they will retire from the Board of Directors as of the 2019 Annual Meeting date.It is anticipated that the size of the Board of Directors will be reduced from 11 to nine directors at such time.

The Company issued a press release on September 11, 2018 regarding the election of Mmes. Jensen and Wilkerson and Mr. Motley as directors.A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.02 Financial Statements and Exhibits.

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

Koppers Holdings Inc. Exhibit
EX-99.1 2 kop-ex991_38.htm EX-99.1 kop-ex991_38.htm     Koppers Holdings Inc. 436 Seventh AvenuePittsburgh,…
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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.