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KOPPERS HOLDINGS INC. filed this Form DEF 14A on 04/04/2017
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Table of Contents



Q.   What if I receive more than one proxy card?



You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are generally covered by one card. If you beneficially hold shares through someone else (such as a broker, bank or other record holder), you may get voting instructions and related materials from that person asking how you want to vote. If you receive more than one proxy card for shares registered in your name, you have shares registered differently in more than one account. We encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare at P.O. Box 30170, College Station, TX 77842-3170, at its toll-free number (866-293-5637) or on its website at with the names in which all accounts are registered and the name of the account for which you wish to receive mailings.


Q.   What is a quorum?



In order to conduct the business of the meeting, we must have a quorum. This means at least a majority of our common shares outstanding must be represented at the meeting, either in person or by proxy. You are considered a part of the quorum if you submit a properly signed proxy card. Abstentions and broker non-votes (as defined below) will be considered to be represented at the meeting in determining the presence of a quorum.


Q.   What vote is needed for the proposals to be adopted?



You have one vote for each share that you held on the record date for each proposal.

Our by-laws provide for a majority vote standard in an uncontested election of directors, such as this year’s election. As a result, any nominee who receives a majority of the votes cast (the number of shares voted “for” the director must exceed 50% of the votes cast with respect to that director) at the annual meeting will be elected as a director. Any nominee who does not receive a majority of the votes cast will be required to tender his or her resignation to the board of directors within ten days following certification of the election results.

All other matters to be voted on at the annual meeting require the favorable vote of a majority of the votes cast on the applicable matter, at the meeting in person or by proxy, for approval.

Any abstentions or broker non-votes are not votes cast for purposes of Proposals 1, 3, 4 and 5 and do not count either for or against those proposals. Accordingly, abstentions and broker

non-votes will not affect the outcome of Proposals 1, 3, 4 or 5. With respect to Proposal 2, abstentions will count as votes cast and will have the effect of a vote against that proposal. Broker non-votes will not count as votes cast with respect to Proposal 2 and will have no effect on the outcome of that proposal.


Q.   Does Koppers have a recommendation on voting?



The board of directors recommends a vote FOR the election of all nominees as directors, FOR Proposals 2, 3 and 5 and FOR “ONE YEAR” as the frequency for future advisory votes on executive compensation.


Q.   What are broker non-votes?



The NYSE permits brokers to vote their customers’ shares on routine matters when brokers have not received voting instructions from their customers. Routine matters include Proposal 5 (the ratification of independent registered public accountants). For all other proposals, brokers may not vote their customers’ shares unless the brokers have received instructions from their customers. Non-voted shares on non-routine matters are called broker non-votes. If you are a beneficial owner of shares of our common stock, we encourage you to direct your broker, bank or other holder of record on how to vote your shares by following the instructions included in the package from the broker, bank or other holder of record.


Q.   What can I do if I change my mind after I vote my shares?



If you are a shareholder of record, you may revoke your proxy before it is exercised by:



Written notice to our corporate secretary at the address given on page 12;



Timely delivery of a valid, later-dated proxy; or



Voting in person by ballot at the annual meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record. You may also vote in person at the annual meeting if you obtain a legal proxy as described previously in the answer to the question “How do I vote?”.

All shares that have been properly voted and not revoked will be voted at the annual meeting.


Q.   Who counts the votes cast at the annual meeting?



Representatives of Computershare will tabulate the votes and act as inspectors of election at the annual meeting.



56    KOPPERS HOLDINGS INC. - 2017 Proxy Statement