We are asking shareholders to elect the eight nominees named in this proxy
statement to serve on the board of directors of Koppers Holdings Inc. (the company, Koppers, we or us) until the 2018 Annual Meeting of shareholders or until their successors have been duly elected and
Each nominee currently serves on our board of directors, has been nominated for election by our nominating
and corporate governance committee and approved by our board. The board has nominated Cynthia A. Baldwin, Leroy M. Ball, Jr., Sharon Feng, David M. Hillenbrand, Albert J. Neupaver, Louis L. Testoni, Stephen R. Tritch and T. Michael Young for
Each nominee who is elected as a director will hold office for the length of their term or until the
directors death, resignation, incapacity or until the directors successor shall be elected and shall
qualify. Vacancies on the board of directors, including vacancies resulting from an increase in the number of directors, will be filled by a majority vote of the directors then in office, even if
less than a quorum.
It is the boards policy as set forth in our corporate governance guidelines not to set a
limit on the number of terms for which a director may serve. Setting term limits may prevent the contribution of directors who have been able to develop, over a period of time, increasing insight into our business and therefore provide an increasing
contribution to the board. Also, management accountability may be undermined by frequent turnover of directors. A director will not be eligible to stand for re-election as a director where he or she has reached the age of 74 before the date of
election, unless the board approves an exception to this guideline, which the board has the authority to do on a case-by-case basis.
In any uncontested election of directors, each director will be elected if more
votes are cast for the directors election than are cast against the directors election, with abstentions and broker non-votes not being counted as a vote cast either for or against the
directors election. A plurality standard will apply in any contested election of directors, which is an election in which the number of nominees for director exceeds the number of directors to be elected.
If any incumbent director fails to receive a majority of the votes cast in any uncontested election, the director will be required
to tender his or her resignation to the board of directors within ten days following certification of the election results. The nominating and corporate governance committee of the board of directors, or such other committee as the board may
designate, will then recommend to the board whether to accept or reject such directors resignation, or whether other action
should be taken. The nominating and corporate governance committee may consider any factors it considers appropriate or relevant in considering whether to accept or reject a directors
resignation, or whether other action should be taken. The board will act on the nominating and corporate governance committees recommendation and publicly disclose its decision within 120 days following the date of the certification of the
election results. If the tendered resignation is accepted by the board, the board may fill the resulting vacancy or decrease the number of directors comprising the board in accordance with our bylaws.
Your proxy will be voted FOR the election of these nominees, unless you vote against, or abstain from voting for or
against, one or more of them. If any nominee is unable or unwilling to stand for election, your proxy authorizes us to vote for a replacement nominee if the board names one.
There are no specific minimum qualifications a nominee must meet in order to be
recommended for the board. However, our nominating and corporate governance committee seeks to establish, as required by the committees charter, a board that consists of individuals from diverse educational and professional experiences and
backgrounds, that, when taken as a whole, provide meaningful counsel to management. Board candidates are considered based upon various criteria, such as their
based business skills and experiences, prominence and reputation in their profession, global business perspective, concern for the long-term interests of our shareholders and personal integrity,
values and judgment all in the context of an assessment of the perceived needs of the board. In addition, directors must have significant time available to devote to board activities and to enhance their knowledge of our business. Although we
do not have a formal policy with respect to diversity, our