Koppers Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
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Item 2.02 Results of Operations and Financial Condition.
On May 3, 2024 we issued a press release announcing first quarter 2024 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
We held our Annual Meeting of Shareholders on May 2, 2024 (the “Annual Meeting”). At the Annual Meeting, our shareholders approved the adoption of an amendment to our Third Amended and Restated Bylaws (the “Bylaws”) to allow for exculpation of officers as permitted by Pennsylvania law (the “Officer Exculpation Proposal”), as further described under Item 5.07 below.
As a result of the shareholders’ approval of the Officer Exculpation Proposal, effective May 2, 2024, the Bylaws were amended to add Section 5.10, which provides that our officers shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless (i) the officer has breached or failed to perform the duties of an officer under Subchapter C of Chapter 17 of the Pennsylvania Associations Code of 1988, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This provision does not apply to (i) the responsibility or liability of an officer pursuant to any criminal statute, or (ii) the liability of an officer for the payment of taxes pursuant to federal, state or local law.
The foregoing summary of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amendment to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Four matters were considered and voted upon at the Annual Meeting: (1) the election of ten persons to serve on our Board of Directors; (2) the Officer Exculpation Proposal; (3) an advisory resolution to approve named executive officer compensation; and (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024.
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, Nishan J. Vartanian and Sonja M. Wilkerson to serve as directors for one-year terms expiring in 2025 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 |
18,507,124 |
322,082 |
4,204 |
1,159,108 |
Xudong Feng, Ph.D. |
17,069,671 |
1,759,614 |
4,125 |
1,159,108 |
Traci L. Jensen |
18,728,169 |
101,116 |
4,125 |
1,159,108 |
David L. Motley |
17,125,725 |
1,702,798 |
4,887 |
1,159,108 |
Albert J. Neupaver |
18,437,122 |
392,063 |
4,225 |
1,159,108 |
Andrew D. Sandifer |
17,313,886 |
1,510,490 |
9,034 |
1,159,108 |
Louis L. Testoni |
17,069,218 |
1,759,967 |
4,225 |
1,159,108 |
Stephen R. Tritch |
18,401,626 |
427,563 |
4,221 |
1,159,108 |
Nishan J. Vartanian |
18,773,923 |
54,966 |
4,521 |
1,159,108 |
Sonja M. Wilkerson |
17,266,680 |
1,562,595 |
4,135 |
1,159,108 |
Amendment to the Bylaws to Allow for Exculpation of Officers: The proposal to adopt an amendment to the Bylaws to allow for exculpation of officers as permitted by Pennsylvania law was approved. The final voting results are as follows:
For |
Against |
Abstain |
Broker Non-Votes |
17,501,283 |
1,324,618 |
7,509 |
1,159,108 |
Advisory Resolution to Approve Named Executive Officer Compensation: The advisory resolution approving the compensation of our named executive officers as disclosed in the Notice of Annual Meeting and Proxy Statement for the 2024 Annual Meeting was approved. The final voting results are as follows:
For |
Against |
Abstain |
Broker Non-Votes |
18,488,847 |
314,343 |
30,220 |
1,159,108 |
Ratification of Appointment of KPMG LLP: The Audit Committee of our Board of Directors appointed KPMG LLP as our independent registered public accounting firm for the year 2024. The final voting results to ratify the appointment of KPMG LLP are as follows:
For |
Against |
Abstain |
19,671,453 |
265,015 |
56,050 |
There were no broker non-votes with respect to this matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 |
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Amendment to Third Amended and Restated Bylaws of Koppers Holdings Inc., effective May 2, 2024 |
99.1 |
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104 |
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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 3, 2024
KOPPERS HOLDINGS INC. |
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By: |
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/s/ Jimmi Sue Smith |
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Jimmi Sue Smith |
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Chief Financial Officer |