8-K

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):  January 1, 2020

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-32737	20-1878963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
436 Seventh Avenue Pittsburgh, Pennsylvania		15219
(Address of principal executive offices)		(Zip Code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KOP	The New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2020, Koppers Holdings Inc. (the “Company”) announced the election of James A. Sullivan as Executive Vice President and Chief Operating Officer of the Company and Koppers Inc. (“KI” and, together with the Company, “Koppers”), effective January 1, 2020.

Mr. Sullivan, age 56, served as Senior Vice President, Railroad Products and Services and Global Carbon Materials and Chemicals for KI from May 2018 through December 2019.  Previously, he served as Senior Vice President, Global Carbon Materials and Chemicals for KI from April 2014 to May 2018 and Vice President of Business Development from June 2013 to April 2014. 

In connection with his election as Executive Vice President and Chief Operating Officer, Mr. Sullivan will receive an annual base salary of $500,000. Mr. Sullivan will also be entitled to receive an annual cash incentive with a target value of 75 percent of his annual base salary and an annual long-term incentive award with a target value of 200 percent of his annual base salary.

Item 8.01 Other Events.

On January 6, 2020, the Company issued a press release announcing Mr. Sullivan’s election as Executive Vice President and Chief Operating Officer of Koppers, effective January 1, 2020. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

99.1	Press Release dated January 6, 2020
104	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: January 6, 2020

KOPPERS HOLDINGS INC.
By:	/s/ Michael J. Zugay
	Michael J. Zugay
	Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Koppers Holdings Inc.

436 Seventh Avenue
Pittsburgh, PA 15219-1800
Tel 412 227 2001
www.koppers.com

News Release

FOR IMMEDIATE RELEASE

For Information:	Michael J. Zugay, Chief Financial Officer and Treasurer
	412 227 2231
	ZugayMJ@koppers.com

Koppers Announces Leadership Changes

James A. Sullivan, Executive Vice President and Chief Operating Officer;

Leslie S. Hyde, Senior Vice President and Chief Sustainability Officer

PITTSBURGH, January 6, 2020 – Koppers Holdings Inc. (NYSE: KOP), today announced the election of James A. Sullivan as Executive Vice President and Chief Operating Officer of Koppers Holdings Inc. and its wholly-owned subsidiary Koppers Inc.  In addition, Leslie S. Hyde has been elected as Senior Vice President and Chief Sustainability Officer of Koppers Inc.  Both changes are effective as of January 1, 2020.

Mr. Sullivan joined Koppers as Vice President of Business Development, Koppers Inc. in June 2013.  Subsequently, he held the role of Senior Vice President, Global Carbon Materials and Chemicals (CMC), Koppers Inc. from April 2014 to May 2018.  Most recently, he served as Senior Vice President, Railroad Products and Services and Global Carbon Materials and Chemicals, Koppers Inc. from May 2018 through December 2019.  Prior to joining Koppers, Mr. Sullivan served as Senior Vice President, Americas at Calgon Carbon Corporation where he also held various management positions in the areas of operations, marketing, sales, and research and development.

Ms. Hyde joined Koppers in 1999 as Manager of Environmental Affairs and continued to progress into various leadership roles including safety, health and environmental responsibilities.  Most recently, she served as Vice President, Corporate Strategy and Risk Management, Koppers Inc. from November 2017 through December 2019.  Prior to joining Koppers, she held various manufacturing and consulting roles as well as having served 10 years on active duty with the United States Army.

Commenting on the changes, President and CEO Leroy M. Ball said, “Jim Sullivan has done an amazing job of leading the turnaround of our CMC business over the last five years and is the ideal person to take on leadership of Koppers operations.  His ability to analyze complex issues and implement action plans with a strong sense of urgency, combined with his talent for motivating people, will help take our company to the next level.”

Mr. Ball continued, “It is time for Koppers to add a senior role in sustainability and we are fortunate that we have someone as talented and passionate about the subject as Leslie Hyde.  We have made great strides over the last five years in creating a more sustainable company, but we still have numerous opportunities to expand our efforts in this area.  With my support, she will champion those efforts and push our company to reach for more aspirational targets to position us for long-term success.”

###

About Koppers

Koppers, with corporate headquarters in Pittsburgh, Pennsylvania, is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds.  Our products and services are used in a variety of niche applications in a diverse range of end-markets, including the railroad, specialty chemical, utility, residential lumber, agriculture, aluminum, steel, rubber, and construction industries.  Including our joint ventures, we serve our customers through a comprehensive global manufacturing and distribution network, with facilities located in North America, South America, Australasia, China and Europe.  The stock of Koppers Holdings Inc. is publicly traded on the New York Stock Exchange under the symbol "KOP."  For more information, visit us on the Web: www.koppers.com. Questions concerning investor relations should be directed to Michael J. Zugay at 412 227 2231 or Quynh McGuire at 412 227 2049.

2

XML

Document and Entity Information	Jan. 01, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2020
Entity Registrant Name	Koppers Holdings Inc.
Entity Central Index Key	0001315257
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	KOP
Security Exchange Name	NYSE
Entity File Number	1-32737
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	20-1878963
Entity Address, Address Line One	436 Seventh Avenue
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15219
City Area Code	(412)
Local Phone Number	227-2001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false