What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-24 · 58 added, 33 removed, 191 unchanged (32% of the section changed)

7 unchanged sentences

See Report of Independent Registered Public Accounting Firm on page 46 for KPMG LLP’s attestation report on internal control over financial reporting.

Koppers Holdings Inc.

2020 Annual Report

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of Regulation S-K with respect to directors is contained in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders (the “Proxy Statement”) which we will file with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year under the caption “Proxy Item 1 – Proposal for Election of Directors”, and is incorporated herein by reference.

The information required by this item concerning our executive officers is incorporated by reference herein from Part I of this report under “Executive Officers of the Registrant”.

The information required by this item concerning our executive officers is incorporated by reference herein from Part I of this report under “Information About Our Executive Officers”.

The information required by Item 405 of Regulation S-K, if disclosure is required thereunder, is included in the Proxy Statement under the caption “General Matters – Delinquent Section 16(a) Reports” and is incorporated herein by reference.

The information required by Item 407(d)(4) and Item 407(d)(5) of Regulation S-K is included in the Proxy Statement under the caption “Board Meetings and Committees” and is incorporated herein by reference.

The information required by Item 407(d)(4) and Item 407(d)(5) of Regulation S-K is included in the Proxy Statement under the caption “Proxy Item 1 – Proposal for Election of Directors – Board Meetings and Committees” and is incorporated herein by reference.

The audit committee and our board have approved and adopted a Code of Conduct for all directors, officers and employees and a Code of Ethics Applicable to Senior Officers, copies of which are available on our website at www.koppers.com and upon written request by our shareholders at no cost.

4 unchanged sentences

EXECUTIVE COMPENSATION

The information required by Item 11 is contained in the Proxy Statement under the captions “Executive Compensation” and “Committee Reports to Shareholders – Management Development and Compensation Committee Report” and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 11 is contained in the Proxy Statement under the captions “Executive and Director Compensation” and “Corporate Governance Matters – Committee Reports to Shareholders – Management Development and Compensation Committee Report” and is incorporated herein by reference.

Koppers Holdings Inc.

2021 Annual Report

S ECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is contained in the Proxy Statement under the caption “Common Stock Ownership” and is incorporated herein by reference.

4 unchanged sentences

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)

Equity compensation plans approved by security

2,021,507 (1)

Equity compensation plans approved by

security holders

Equity compensation plans not approved by

security holders

Includes shares of our common stock that may be issued pursuant to outstanding options, time-based restricted stock units (“RSUs”) and performance-based RSUs awarded under our 2020 Long-Term Incentive Plan.

3 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is contained in the Proxy Statement under the caption “Auditors” and is incorporated herein by reference.

Auditor Name:

Auditor Location:

Pittsburgh, Pennsylvania (US Firm)

Auditor Firm ID:

All other information required by Item 14 is contained in the Proxy Statement under the caption “Auditors” and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

All other schedules are omitted because they are not applicable or the required information is contained in the applicable financial statements or notes thereto.

Koppers Holdings Inc.

2020 Annual Report

EXHIBIT INDEX

Incorporation by Reference

Agreement and Plan of Merger, dated April 10, 2018, by and among Koppers Inc., Cox Industries, Inc., each of the Selling Shareholders party thereto, and the Shareholder Representative party thereto

Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018 (Commission File No.

Amended and Restated Articles of Incorporation of the Company, as amended on May 7, 2015

5 unchanged sentences

First Supplemental Indenture, dated as of March 7, 2018, among M.A.

Energy Resources, LLC, the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Energy Resources, LLC, Koppers Inc., Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018 (Commission File No.

Second Supplemental Indenture, dated as of April 17, 2018, among the Guaranteeing Subsidiaries party thereto, the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Second Supplemental Indenture, dated as of April 17, 2018, among the Guaranteeing Subsidiaries party thereto, Koppers Inc., Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018 (Commission File No.

1 unchanged sentence

Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 (Commission File No.

Third Supplemental Indenture, dated as of August 20, 2020, among Koppers Utility Services LLC, the Issuer, Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Third Supplemental Indenture, dated as of August 20, 2020, among Koppers Utility Services LLC, Koppers Inc., Koppers Holdings Inc., as a Guarantor, the other Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee

Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2020 (Commission File No.

10 unchanged sentences

Prospectus filed on February 7, 1994 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the offering of the 8 1 / 2 % Senior Notes due 2004.

Incorporation by Reference

Koppers Industries, Inc.

6 unchanged sentences

Quarterly Report on Form 10-Q filed on August 6, 2004 (Commission File No.

Koppers Holdings Inc.

2021 Annual Report

Incorporation by Reference

Agreement and Plan of Merger dated as of November 18, 2004, by and among Koppers Inc., Merger Sub for KI Inc.

26 unchanged sentences

Exhibit 10.80 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013 (Commission File No.

Koppers Holdings Inc.

2020 Annual Report

Incorporation by Reference

2014 Restricted Stock Unit Issuance Agreement – Time Vesting

Exhibit 10.84 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 3, 2014 (Commission File No.

Incorporation by Reference

Koppers Annual Incentive Plan, as amended January 25, 2016.

10 unchanged sentences

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2017 (Commission File No.

Koppers Holdings Inc.

Employee Stock Purchase Plan

Appendix A to the Company’s definitive proxy statement on Schedule 14A, filed on April 4, 2017 (Commission File No.

First Amendment to Credit Agreement dated as of February 26, 2018, by and among Koppers Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as Administrative Agent, and the other agents party thereto

Exhibit 10.118 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018 (Commission File No.

Agreement and Plan of Merger, dated April 10, 2018, by and among Koppers Inc., Cox Industries, Inc., each of the Selling Shareholders party thereto, and the Shareholder Representative party thereto

Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018 (Commission File No.

Second Amendment to Credit Agreement and Joinder, dated as of April 10, 2018, by and among Koppers Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent

5 unchanged sentences

Exhibit 10.120 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2018 (Commission File No.

Incorporation by Reference

Form of Restricted Stock Unit Issuance Agreement – Performance Vesting

Exhibit 10.121 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2018 (Commission File No.

Koppers Holdings Inc.

2021 Annual Report

Incorporation by Reference

Form of Restricted Stock Unit Issuance Agreement Non-Employee Director – Time Vesting

20 unchanged sentences

Form of Restricted Stock Unit Issuance Agreement – Time Vesting

Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No.

Form of Restricted Stock Unit Issuance Agreement – Performance Vesting

Koppers Holdings Inc.

2020 Annual Report

Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No.

Incorporation by Reference

Form of Notice of Grant of Stock Option

Form of Restricted Stock Unit Issuance Agreement for Michael J.

Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No.

Amendment to the Koppers Holdings Inc.

Benefit Restoration Plan

Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No.

First Amendment to the Koppers Holdings Inc.

2020 Long Term Incentive Plan

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No.

Amended and Restated Koppers Holdings Inc.

Employee Stock Purchase Plan

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No.

Form of Change in Control Agreement entered into as of March 1, 2021 between Koppers Holdings Inc.

and the named Executive.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (Commission File No.

Koppers Holdings Inc.

Director Deferred Compensation Plan

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2021 (Commission File No.

Sixth Amendment to Credit Agreement, dated as of December 28, 2021, by and among Koppers Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent.

Form of Restricted Stock Unit Issuance Agreement – Time Vesting

Form of Restricted Stock Unit Issuance Agreement – Performance Vesting

Form of Notice of Grant of Stock Option

List of subsidiaries of the Company.

4 unchanged sentences

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350.

Koppers Holdings Inc.

2021 Annual Report

Incorporation by Reference

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document

19 unchanged sentences

Deferred tax valuation allowance

Koppers Holdings Inc.

2020 Annual Report

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Koppers Holdings Inc.

1 unchanged sentence

K oppers H oldings I nc .

/ s / M ichael J.

Chief Financial Officer

/ s / J immi S ue S mith

Jimmi Sue Smith

Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

3 unchanged sentences

February 23, 2022

/ s / M ichael J.

Chief Financial Officer (Principal Financial Officer)

/ s / J immi S ue S mith

Jimmi Sue Smith

Chief Financial Officer and Treasurer (Principal Financial Officer)

February 23, 2022

7 unchanged sentences

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 9A. Controls and Procedures