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): October 11, 2018
KOPPERS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
1-32737 |
20-1878963 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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436 Seventh Avenue Pittsburgh, Pennsylvania |
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15219 |
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(Address of principal executive offices) |
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(Zip Code) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2018, David M. Hillenbrand, Ph.D., notified Koppers Holdings Inc. (the “Company”) of his resignation as Chairman of the board of directors (the “Board of Directors”) of the Company, effective immediately. Dr. Hillenbrand resigned for personal and health reasons and not as a result of any disagreement with the Company.
In connection with Dr. Hillenbrand's resignation as a director, the size of the Company's Board of Directors was reduced from 11 to 10 directors. The Board of Directors also elected Mr. Stephen R. Tritch, who has served as an independent director since 2009, as Chairman of the Board, effective as of October 14, 2018.
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Item 8.01 |
Other Events. |
On October 17, 2018, the Company issued a press release regarding the foregoing matters. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
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: October 17, 2018
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KOPPERS HOLDINGS INC. |
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By: |
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/s/ Michael J. Zugay |
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Michael J. Zugay |
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Chief Financial Officer and Treasurer |
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Exhibit 99.1
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News Release
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FOR IMMEDIATE RELEASE
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For Information: |
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Michael J. Zugay, Chief Financial Officer 412 227 2231 ZugayMJ@koppers.com
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David M. Hillenbrand Resigns as Chair of Koppers Holdings Inc. Due to Health Reasons
Stephen R. Tritch Elected New Chairman of the Board
PITTSBURGH, PA – October 17, 2018 – Koppers Holdings Inc. (NYSE: KOP) today announced the resignation of David M. Hillenbrand as Chairman of the Board, effective October 11, 2018. Hillenbrand, who has served as Chairman for 10 years and as a member of the Board since November 2004, cited personal and health-related reasons for his decision.
Subsequently, the Board has elected Stephen R. Tritch as Chairman of the Board and reduced the size of the Board from 11 to 10 directors. Tritch has served as a member of the Koppers Board since 2009, most recently as the Chairman of the Management Development and Compensation Committee and as a member of the Strategy and Risk Committee, Audit Committee, and Nominating and Corporate Governance Committee.
Outgoing Chairman of the Board Hillenbrand said, “It is with deep regret that I must end my nearly twenty-year association with Koppers for health reasons. It has been an inestimable privilege to have served this great company, its committed employees, talented management team and superb Board of Directors. I am highly confident in the continued success of Koppers and believe that this will be a seamless transition.”
Tritch commented, “Assuming the role of Chairman is an honor and I look forward to leading the Board. We very much appreciate David’s leadership as well as his many contributions over the years. We move forward with great enthusiasm and look to enhance the value of the company for all our key stakeholders.”
President and CEO Leroy M. Ball added, “Speaking for the entire Board, we wish David the best and thank him for his expert leadership and steady hand in guiding our company. Looking ahead, we are pleased to have Steve leading our highly-accomplished board as we continue to evaluate opportunities for growth and focus on executing our strategic priorities.”
In addition to his years on the Koppers Board, Hillenbrand served as the President and CEO of Carnegie Museums of Pittsburgh from 2005 through 2011 and from January 2013 through June 2014. Prior to that, he retired from Bayer AG in August 2003 where he was Executive Vice President, Bayer Polymers. He also served as President and Chief Executive Officer of Bayer's Canadian operations, Bayer, Inc., for eight years.
Tritch takes on this leadership role with extensive experience. He retired as the Chairman of Westinghouse Electric Company in July 2010, having served as Chairman and CEO of Westinghouse since 2002. He currently serves as Board Chairman of Charah Solutions, Inc., a public company and a leading provider of environmental and maintenance services to the power generation industry. Tritch serves on the Board of Trustees for the University of Pittsburgh as well as its Board of Visitors at the Swanson School of Engineering. He is also a member of the Board of Directors of the University
of Pittsburgh Medical Center, having previously served as the First Vice Chair for six years.
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About Koppers
Koppers, with corporate headquarters in Pittsburgh, Pennsylvania, is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Our products and services are used in a variety of niche applications in a diverse range of end-markets, including the railroad, specialty chemical, utility, residential lumber, agriculture, aluminum, steel, rubber, and construction 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 our website at: www.koppers.com. Questions concerning investor relations should be directed to Ms. Quynh McGuire at 412 227 2049 or Mr. Michael Zugay at 412 227 2231.
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