KOPPERS HOLDINGS INC. (NYSE:KOP) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
On May 5, 2017, we issued a press release announcing first
quarter 2017 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.
The annual meeting of shareholders of Koppers Holdings Inc. (the
Company) was held on May 4, 2017 (the Annual Meeting). At the
Annual Meeting, the Companys shareholders approved the Koppers
Holdings Inc. Employee Stock Purchase Plan (the ESPP), to which
the Company may issue up to 200,000 shares of its common stock to
its employees and employees of its subsidiaries at purchase
prices set forth in the ESPP, subject to the limitations set
forth in the ESPP. The ESPP provides a means by which the
Companys employees (and employees of any subsidiary of the
Company designated by the Board to participate in the ESPP) may
be given an opportunity to purchase shares of the Companys common
stock at a discount through payroll deductions.
The ESPP is filed as Exhibit 10.1 hereto, incorporated by
reference to Appendix A to the Companys definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 4, 2017 (the Proxy Statement). The terms and
description of the ESPP included in the Proxy Statement are
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 4, 2017.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)
approval of our Employee Stock Purchase Plan; (3) an advisory
resolution to approve executive compensation; (4) an advisory
resolution to approve the frequency of future advisory votes on
executive compensation; and (5) the ratification of the
appointment of KPMG LLP as our independent registered public
accounting firm for 2017.
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 2018 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 |
Cynthia A. Baldwin |
17,561,792 |
267,726 |
1,596 |
1,287,148 |
Leroy M. Ball, Jr. |
17,768,864 |
60,654 |
1,596 |
1,287,148 |
Sharon Feng, Ph.D. |
17,743,232 |
86,387 |
1,495 |
1,287,148 |
David M. Hillenbrand, Ph.D. |
17,747,103 |
82,314 |
1,697 |
1,287,148 |
Albert J. Neupaver |
16,388,828 |
1,440,690 |
1,596 |
1,287,148 |
Louis L. Testoni |
17,631,335 |
197,883 |
1,896 |
1,287,148 |
Stephen R. Tritch |
17,629,284 |
199,834 |
1,996 |
1,287,148 |
T. Michael Young |
17,567,792 |
261,726 |
1,596 |
1,287,148 |
Approval of Employee Stock Purchase Plan: The proposal to approve
our Employee Stock Purchase Plan was approved. The final voting
results are as follows:
For |
Against |
Abstain |
Broker Non-Votes |
17,710,644 |
113,269 |
7,201 |
1,287,148 |
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 2017 Annual Meeting
was approved. The final voting results are as follows:
For |
Against |
Abstain |
Broker Non-Votes |
17,749,953 |
72,300 |
8,861 |
1,287,148 |
Advisory Resolution to Approve the Frequency of Future Advisory
Votes on Executive Compensation: On the advisory resolution to
approve the frequency of future advisory votes on executive
compensation, the Companys shareholders recommend that such votes
be held annually as follows:
For 1 Year |
For 2 Years |
For 3 Years |
Abstain |
Broker Non-Votes |
14,671,058 |
24,454 |
3,129,922 |
5,680 |
1,287,148 |
Ratification of Appointment of KPMG LLP: The Audit Committee of
the Companys Board of Directors appointed KPMG LLP as our
independent registered public accounting firm for the year 2017.
The final voting results to ratify the appointment of KPMG LLP
are as follows:
For |
Against |
Abstain |
17,813,312 |
1,299,113 |
5,837 |
There were no broker non-votes with respect to this matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.The following exhibits are filed or furnished, as
applicable, herewith:
10.1 |
Koppers Holdings Inc. Employee Stock Purchase Plan |
99.1 |
Press Release dated May 5, 2017 |
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. KOPPERS HOLDINGS INC. (NYSE:KOP) Recent Trading Information
KOPPERS HOLDINGS INC. (NYSE:KOP) closed its last trading session up +3.12 at 43.78 with 126,905 shares trading hands.