What changed in this filing

/stocks — the workspaceLOADING

Item 1B. Unresolved Staff Comments

2022-02-23 compared with 2021-02-24 · 97 added, 9 removed, 73 unchanged (59% of the section changed)

UNRESOLVED STAFF COMMENTS

Koppers Holdings Inc.

2020 Annual Report

The following chart sets forth information regarding our production facilities.

8 unchanged sentences

Bunbury, Western Australia, Australia

Railroad crosstie materials recovery

Domino, Texas

Utility poles

10 unchanged sentences

Huntington, West Virginia

Utility poles

Jasper, Texas

Railroad crosstie materials recovery

14 unchanged sentences

North Little Rock, Arkansas

Railroad crosstie materials recovery

Queen City, Texas

Railroad crossties

Roanoke, Virginia

Railroad crossties

Railroad crossties and utility poles

Somerville, Texas

Utility poles

Sweetwater, Tennessee

Utility poles

Takura, Queensland, Australia

28 unchanged sentences

We also own office space in Griffin, Georgia.

Koppers Holdings Inc.

2021 Annual Report

L EGAL PROCEEDINGS

We are involved in litigation and other proceedings relating to environmental laws and regulations, toxic tort, product liability and other matters.

An adverse outcome for certain of these cases could result in a material adverse effect on our business, cash flows and results of operations.

The information related to legal matters set forth in Note 19 to the Consolidated Financial Statements of Koppers Holdings Inc.

is hereby incorporated by reference.

Koppers Holdings, Inc.

(the “Company”) is cooperating with an investigation by the staff of the Division of Enforcement (the “Division”) of the U.S.

Securities and Exchange Commission (“Commission”) into the Company’s public non-GAAP financial metrics disclosures regarding the Company’s debt reduction target and net leverage ratio for Fiscal Year 2019 and the related management of its accounts payable (the “Inquiry”).

The Company and several of its current and former officers and employees, including Leroy M.

Ball, the Company’s President and Chief Executive Officer and a director of the Company, received subpoenas for information and testimony (the “Subpoenas”), pursuant to a non-public formal order of investigation for the Inquiry dated February 14, 2021.

The Company maintains that the actions of the Company and its officers and employees were appropriate and did not violate the federal securities laws.

The Company and its officers and employees are cooperating with the Division in connection with the Inquiry, and the Company’s counsel has engaged in discussions with the Division regarding a potential resolution of this matter.

Further, the Company has made productions of information to the Division and made witnesses available for testimony pursuant to the Subpoenas.

The Company will continue to comply with the requests of the Division in connection with the Inquiry.

As of the date of this Annual Report on Form 10-K, neither the Company nor, to the Company’s knowledge, any of its current and former officers and employees have received from the Division or otherwise a “Wells Notice” setting forth any preliminary determination by the Division to recommend any enforcement action to the Commission.

The Company cannot predict the ultimate outcome of the Inquiry and any related legal and administrative proceedings which could include a variety of outcomes including the institution of administrative or civil injunctive proceedings involving the Company and/or current or former employees and/or officers, including the Company’s CEO, Mr.

Ball, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs, and/or referral to other governmental agencies for other actions.

It is not possible to accurately predict at this time when matters relating to the Inquiry will be completed, what if any actions may be taken by the Commission or by other governmental agencies, or the effect that such actions may have on our business, prospects, operating results and financial condition, which could be material.

MINE SAFETY DISCLOSURES

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our and Koppers Inc.’s executive officers as of February 23, 2022.

Our executive officers hold their positions until the annual meeting of the board of directors or until their respective successors are elected and qualified.

General Counsel and Secretary, Koppers Holdings Inc.

and Koppers Inc., and Director of Koppers Inc.

President, Chief Executive Officer, and Director of Koppers Holdings Inc.

and Koppers Inc.

Global Vice President, Zero Harm, Koppers Inc.

Senior Vice President and Chief Sustainability Officer, Koppers Inc.

Chief Accounting Officer, Koppers Holdings Inc.

and Koppers Inc.

Jimmi Sue Smith

Chief Financial Officer and Treasurer, Koppers Holdings Inc.

and Koppers Inc., and Director of Koppers Inc.

Executive Vice President and Chief Operating Officer, Koppers Holdings Inc.

and Koppers Inc.

Apostolou has served as General Counsel and Secretary of Koppers Holdings Inc.

and Koppers Inc.

since March 2020.

From January 2019 to February 2020, Ms.

Apostolou served as Deputy General Counsel and Assistant Secretary of Koppers Holdings Inc.

and Koppers Inc.

From January 2018 to December 2018, Ms.

Apostolou served as Assistant General Counsel and Assistant Secretary of Koppers Holdings Inc.

and Koppers Inc.

From December 2014 to December 2017, Ms.

Apostolou served as Assistant General Counsel of Koppers Inc.

Apostolou has served as a Director of Koppers Inc.

since May 2020.

Ball has served as President and Chief Executive Officer of Koppers Holdings Inc.

and Koppers Inc.

since January 2015.

Ball has served as a Director of Koppers Holdings Inc.

since February 2015 and as a Director of Koppers Inc.

since May 2013.

Dowd has served as Global Vice President, Zero Harm, Koppers Inc.

since January 2020.

From January 2016 to December 2019, Mr.

Dowd served as Global Vice President, Safety, Health, Environmental, and Process Excellence, Koppers Inc.

Hyde has served as Senior Vice President and Chief Sustainability Officer, Koppers Inc.

since January 2020.

From November 2017 to December 2019, Ms.

Hyde served as Vice President, Corporate Strategy and Risk Management, Koppers Inc.

From January 2016 to October 2017, Ms.

Hyde served as Vice President, Risk Management and Deputy General Counsel of Koppers Inc.

Pearce has served as Chief Accounting Officer, Koppers Holdings Inc.

and Koppers Inc.

since May 2019.

From April 2008 to April 2019, Mr.

Pearce served as Director, Corporate Control and Taxes, Koppers Inc.

Smith has served as Chief Financial Officer and Treasurer of Koppers Holdings Inc.

and Koppers Inc.

since January 2022.

From February 2020 to December 2021, Ms.

Smith served as Vice President, Finance and Treasurer of Koppers Holdings Inc.

and Koppers Inc.

Smith has served as a Director of Koppers Inc.

since January 2022.

Prior to joining Koppers, from November 2018 to August 2019, Ms.

Smith served as Senior Vice President and Chief Financial Officer of EQT Corporation (“EQT”), a publicly traded natural gas production company.

Smith served as Chief Accounting Officer of EQT from September 2016 to October 2018.

Smith also served as Chief Accounting Officer of the general partners of EQM Midstream Partners, LP and EQGP Holdings, LP from September 2016 to October 2018, and served as Chief Accounting Officer of the general partner of RM Partners, LP, from November 2017 to July 2018.

Sullivan has served as Executive Vice President and Chief Operating Officer of Koppers Holdings Inc.

and Koppers Inc.

since January 2020.

From May 2018 to December 2019, Mr.

Sullivan served as Senior Vice President, Railroad Products and Services and Global Carbon Materials and Chemicals, Koppers Inc.

Prior to that, Mr.

Sullivan served as Senior Vice President, Global Carbon Materials and Chemicals of Koppers Inc.

from April 2014 to May 2018.

Koppers Holdings Inc.

2021 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments