UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 4, 2017

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (412) 227-2001

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Company’s shareholders approved the Koppers Holdings Inc. Employee Stock Purchase Plan (the “ESPP”), pursuant 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 Company’s 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 Company’s 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 Company’s 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:

Approval of Employee Stock Purchase Plan: The proposal to approve our Employee Stock Purchase 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 2017 Annual Meeting was approved. The final voting results are as follows:

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 Company’s shareholders recommend that such votes be held annually 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 2017. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are filed or furnished, as applicable, herewith:

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 5, 2017

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