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KOP > SEC Filings for KOP > Form 8-K on 3-May-2013All Recent SEC Filings

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Form 8-K for KOPPERS HOLDINGS INC.


3-May-2013

Results of Operations and Financial Condition, Submission of Matters to a V


Item 2.02 Results of Operations and Financial Condition.

On May 3, 2013 we issued a press release announcing first quarter 2013 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 5.07 Submission of Matters to a Vote of Security Holders.

The Koppers Holdings Inc. ("Koppers") Annual Meeting of Shareholders (the "Annual Meeting") was held on May 2, 2013. Four matters were considered and voted upon at the Annual Meeting: the election of two persons to serve on our board of directors, an advisory vote to approve executive compensation, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013 and a shareholder proposal requesting the adoption of majority voting.

Election of Directors: Nominations of David M. Hillenbrand, Ph.D. and Louis L. Testoni to serve as directors for a three-year term expiring in 2016 were considered and both nominees were elected. Both nominees for election as director received a plurality of votes cast. The final voting results are as follows:

        Director Name          Votes For    Votes Withheld   Broker Non-Votes
        David M. Hillenbrand   18,405,851      493,409           970,209
        Louis L. Testoni       18,660,506      238,754           970,209

The terms of office of Cynthia A. Baldwin, Albert J. Neupaver, Walter W. Turner, Sharon Feng, Ph.D., Stephen R. Tritch and T. Michael Young continued after the Annual Meeting. They will serve as directors until their terms expire and their successors have been duly elected and qualify.

Advisory Vote to Approve Executive Compensation: The advisory (non-binding) vote approving the compensation of the named executive officers of Koppers as disclosed in the Notice of Annual Meeting and Proxy Statement for the 2013 Annual Meeting of Shareholders was approved. The final voting results are as follows:

For: 18,513,736

Against: 367,580

Abstain: 17,943

Broker Non-Votes: 970,209

Ratification of Appointment of Ernst & Young LLP: The Audit Committee of the Board of Directors of Koppers appointed Ernst & Young LLP as our independent registered public accounting firm for the year 2013. The final voting results to ratify the appointment of Ernst & Young LLP are as follows:

For: 19,365,494

Against: 494,275

Abstain: 9,700

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

Shareholder Proposal Requesting the Adoption of Majority Voting: The shareholder proposal requesting the adoption of majority voting was approved. The final voting results are as follows:

For: 16,508,373

Against: 2,377,226

Abstain: 13,660

Broker Non-Votes: 970,209




Item 9.01 Financial Statements and Exhibits.

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

99.1 Press Release dated May 3, 2013


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