Print PageClose Window

10-Q
KOPPERS HOLDINGS INC. filed this Form 10-Q on 08/03/2017
Entire Document
 

 

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 18 to the Condensed Consolidated Financial Statements of Koppers Holdings Inc. included in Item 1 of Part I of this report is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information regarding Koppers Holdings’ repurchases of shares of its common stock during the three months ended June 30, 2017:

Period

 

Total Number of Common Shares Purchased (1)

 

 

Average Price paid per Common Share

 

 

Total Number of Common Shares Purchased as Part of Publicly announced Plans or Programs

 

 

Approximate Dollar Value of Common Shares that May Yet be Purchased Under the Plans or Programs (Dollars in Millions)

 

April 1 – April 30

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

0.0

 

May 1 – May 31

 

 

100,000

 

 

$

38.58

 

 

 

100,000

 

 

$

48.9

 

June 1 – June 30

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

0.0

 

 

(1)

On November 2, 2011, the board of directors approved a common stock repurchase program to allow for the repurchase of up to $75.0 million of common stock from time to time on the open market or in privately negotiated transactions. This column discloses the number of shares purchased on the open market pursuant to such program during the indicated time periods.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Effective August 2, 2017, the Board of Directors of Koppers Holdings approved the amendment and restatement of the Amended and Restated Bylaws of Koppers Holdings (the “Second Amended and Restated Bylaws”).  The changes are intended to address what the Company believes are current best practices in corporate governance.

As revised, Article III of the Second Amended and Restated Bylaws modernizes the manner by which meetings of shareholders can be held.  Consistent with other comparable public companies, Article III provides that the Board of Directors may decide to hold a meeting of shareholders by means of electronic technology rather than at a geographic location.  Any meeting of shareholders held by means of Internet or other electronic communications technology will be organized and conducted in a manner and to the extent consistent with the Pennsylvania Business Corporation Law.      

Article III of the Second Amended and Restated Bylaws also modernizes, in a manner consistent with other comparable public companies, the procedures by which shareholders may propose candidates to stand for election as a director of the Company.  Article III specifies the procedures shareholders must follow in order to propose candidates, including requirements as to the form of notice to be delivered to the Company, the information required regarding each candidate and proposing shareholder or shareholders, the proposing shareholder or shareholders’ compliance with state and federal laws, and the information and certifications that must be provided by the candidate in order for the candidate to be eligible for nomination and election.  Article III requires shareholders to provide the nomination notice and other materials relating to the nomination (i) in the case of an annual meeting that is called for a date that is within 30 days before or 30 days after the anniversary date of the immediately preceding annual meeting of shareholders, not less than 120 days nor more than 150 days prior to such anniversary date and (ii) in the case of an annual meeting called for a date that is not within 30 days before or 30 days after the anniversary date of the immediately preceding annual meeting, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

Article III of the Second Amended and Restated Bylaws also modernizes, in a manner consistent with other comparable public companies, the procedures by which shareholders may propose business to be brought before an annual meeting.  Article III specifies the procedures shareholders must follow in order to propose business, including requirements as to the form of notice to be delivered to the Company. Article III requires shareholders to provide shareholder business notice and

38