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): August 7, 2014
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mr. Michael J. Zugay has agreed to serve as Chief Financial Officer of Koppers Holdings Inc. (the “Company”) and Koppers Inc. (“KI” and, together with the Company, “Koppers”), beginning on August 18, 2014. On August 7, 2014, the Company issued a press release reporting Mr. Zugay’s appointment. A copy of the press release is attached hereto as Exhibit 99.1.
Prior to joining Koppers, Mr. Zugay, age 62, was Co-Chief Executive Officer/Chief Financial Officer of Michael Baker Corporation (“Michael Baker”), a provider of engineering design and related consulting services for public and private sector clients worldwide, from 2012 to 2014. From 2009 to 2014, Mr. Zugay served as Michael Baker’s Chief Financial Officer. Michael Baker was a publicly-traded company until 2013. Prior to joining Michael Baker in 2009, Mr. Zugay spent fourteen years with iGATE Corporation, a publicly-traded provider of Information Technology (“IT”) and IT enabled operations offshore outsourcing services, where he held positions of increasing responsibility, including Senior Vice President and Chief Financial Officer from 2001 to 2008. Mr. Zugay earned a B.S. in Business Management from Indiana University of Pennsylvania.
In connection with his appointment as Chief Financial Officer, Mr. Zugay will be entitled to the following:
| • | Annual base salary of $350,000. |
| • | Participation in the corporate senior management incentive pool, subject to such terms and conditions as the Board of Directors shall determine from time to time, with an annual incentive target of 60% of annual base salary. Participation for 2014 will be calculated on a pro-rata basis based on the date of employment, with full participation expected to commence at the beginning of the 2015 plan year. |
| • | Participation in the Company’s Amended and Restated 2005 Long Term Incentive Plan (the “LTIP”), subject to the terms and conditions of the LTIP, effective January 1, 2015. |
In connection with his employment, KI also expects to enter into a change in control agreement with Mr. Zugay, substantially in the form previously filed as Exhibit 10.80 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013, such Exhibit being incorporated by reference herein. The terms of this agreement are described on pages 60 and 61 of the Company’s Proxy Statement, dated March 27, 2014, which description is also incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed herewith: |
| 99.1 | Press Release dated August 7, 2014 |
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: August 7, 2014
| KOPPERS HOLDINGS INC. | ||
| By: | /s/ Leroy M. Ball | |
| Leroy M. Ball | ||
| Chief Operating Officer and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description |
Method of Filing | ||
| 99.1 | Press Release dated August 7, 2014 | Filed herewith | ||
Exhibit 99.1
| News Release | Koppers Holdings Inc. 436 Seventh Avenue Pittsburgh, PA 15219-1800 Tel 412 227 2001 www.koppers.com |
FOR IMMEDIATE RELEASE
| For Information: | Leroy M. Ball, Vice President, Chief Operating Officer and Chief Financial Officer 412 227 2118 BallLM@koppers.com |
Koppers Holdings Inc. Announces Appointment of Michael J. Zugay as
Chief Financial Officer
PITTSBURGH, August 7, 2014 – Koppers Holdings Inc. (NYSE:KOP) announced today the appointment of Michael J. Zugay as Chief Financial Officer effective August 18, 2014. Mr. Zugay was Co-Chief Executive Officer and Chief Financial Officer for Michael Baker Corporation (Michael Baker) from 2012 to 2014 and was Chief Financial Officer for Michael Baker from 2009-2014. Prior to that time, he spent 14 years with iGATE Corporation, a publicly-traded provider of Information Technology, where he held various positions, including Senior Vice President and Chief Financial Officer from 2001 to 2008.
The Chief Financial Officer position for Koppers is currently held by Leroy M. Ball, who was elected Chief Operating Officer for Koppers in May 2014.
Walt Turner, President and CEO of Koppers, said, “I am pleased to welcome Mike Zugay to Koppers as our new CFO. His substantial and relevant years of experience fit well with our growth strategy and future direction of our global operations.”
About Koppers
Koppers, with corporate headquarters and a research center in Pittsburgh, Pennsylvania, is a global integrated producer of carbon compounds and treated wood products. Including its joint ventures, Koppers operates facilities in the United States, Canada, United Kingdom, Denmark, The Netherlands, Australia and China. 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 Leroy M. Ball at 412 227 2118 or Michael W. Snyder at 412 227 2131.
Safe Harbor Statement
This news release may contain forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. These
Page 2 – Koppers Appoints Michael J. Zugay as CFO
statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Koppers, particularly its latest annual report on Form 10-K and quarterly report on Form 10-Q, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the Company does business; competitive pressures; the loss of one or more key customer or supplier relationships; customer insolvencies; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost and availability of raw materials; and other economic, business, competitive, regulatory and/or operational factors affecting the business of Koppers generally.