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): November 6, 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.
On November 6, 2014, Koppers Holdings Inc. (the “Company”) announced the appointment of Leroy M. Ball, Jr. as President and Chief Executive Officer of the Company and Koppers Inc. (“KI” and, together with the Company, “Koppers”), effective January 1, 2015. Mr. Ball will succeed Walter W. Turner, the current President and Chief Executive Officer of Koppers. Mr. Turner will retire as President and Chief Executive Officer of Koppers effective January 1, 2015. Following his retirement, Mr. Turner will continue to serve as a member of the Company’s Board of Directors.
Mr. Ball, age 45, currently serves as Chief Operating Officer of Koppers. From May 2014 until August 2014, Mr. Ball served as both Chief Operating Officer and Chief Financial Officer of Koppers. Mr. Ball served as Vice President and Chief Financial Officer of Koppers from September 2010 to May 2014. Prior to joining Koppers, Mr. Ball was Senior Vice President and Chief Financial Officer of Calgon Carbon Inc., a provider of services, products and solutions for purifying water and air, since 2002.
| Item 8.01 | Other Events. |
On November 7, 2014, the Company issued a press release announcing Mr. Ball’s appointment as President and Chief Executive Officer of Koppers, effective January 1, 2015. 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 November 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: November 7, 2014
| KOPPERS HOLDINGS INC. | ||
| By: | /s/ Steven R. Lacy | |
| Steven R. Lacy | ||
| Senior Vice President, Administration, General Counsel and Secretary | ||
EXHIBIT INDEX
| Number |
Description | |
| 99.1 | Press Release dated November 7, 2014 | |
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: | Michael J. Zugay, Chief Financial Officer | |
| 412 227 2231 | ||
| ZugayMJ@koppers.com |
Koppers Holdings Inc. Announces Appointment of Leroy Ball as
President and Chief Executive Officer
PITTSBURGH, November 7, 2014 – Koppers Holdings Inc. (NYSE: KOP) announced today the appointment of Leroy Ball as President and CEO, effective January 1, 2015 as part of its long-term strategic planning process.
Mr. Ball was elected Chief Operating Officer of Koppers in May 2014 and has been responsible for the various global business operations and the financial reporting for the company. Prior to this election, he served as Vice President and Chief Financial Officer for Koppers since August 2010. Previously, Mr. Ball was Senior Vice President and Chief Financial Officer of Calgon Corporation, a Pittsburgh-based manufacturer of activated carbon products and services with operations in the United States, Canada, United Kingdom, Belgium, China, and Japan.
Mr. Turner, who Mr. Ball will succeed, was elected President and Chief Executive Officer in 1998, and has been a director of Koppers Holdings since November 2004. In 1992, Mr. Turner was elected Vice President and Manager, Marketing and Development for Industrial Pitches and Related Products. In 1995, he was elected Vice President and General Manager of the Carbon Materials and Chemicals group. Mr. Turner has spent his entire career at Koppers, having joined the company in 1969.
“One of the great attributes of Koppers as it has grown over the years has been its remarkable leadership stability,” said current board chairman David Hillenbrand. “Replacing a leader with the historical perspective and vision of Walt Turner is not easy. We are delighted to have a leader of Leroy’s broad experience and leadership capabilities continue the company’s success as a global leader in its businesses. We are also pleased to have Walt continue to be a member of the board.”
“Since joining Koppers, Leroy has been instrumental with our strategic growth activities, including the recent announcement of the acquisition of the Osmose Railroad Services and Wood Preservation businesses,” Mr. Turner said. “I am pleased to hand over the reins to Leroy at this time of tremendous global opportunity. His global perspective and financial acumen are already helping to strengthen the company’s future. As President and CEO, Leroy will continue to focus on achieving operational and financial excellence throughout our global operations.”
Page 2 – Koppers Declares Regular Dividend
“When I joined Koppers four years ago, I saw a company with a deep tradition of excellence and leadership in its businesses,” Mr. Ball said. “As President and Chief Executive Officer, I am excited to work with our board, our leadership team, and every Koppers employee around the globe to continue to deliver excellence to our shareholders, our customers, the industries we serve, and the communities where we operate.”
About Koppers
Koppers, with corporate headquarters in Pittsburgh, Pennsylvania, is an integrated global producer of carbon compounds, chemicals, and treated wood products and services for the aluminum, railroad, specialty chemical, utility, rubber, concrete, steel, residential lumber, and agriculture 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 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 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.