Business Context and Reporting Period
Company: Koppers Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 18, 2006
Principal Executive Offices: Pittsburgh, Pennsylvania
This filing reports material corporate governance changes, specifically regarding director compensation and board composition, effective May 18, 2006.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on non-financial corporate governance items.
Material Changes Versus Prior Period
Director Compensation Program
- 2006 Adjustment: Non-employee Directors whose terms began after the initial public offering will now receive an equity award of 3,000 shares of unrestricted stock under the 2005 Long Term Incentive Plan. Previously, these directors were scheduled to receive a lump sum cash payment of $65,000 for calendar year 2006.
- 2007 and Future Years: All Directors will receive an equity award of 3,000 shares of unrestricted stock. Previously, all Directors were scheduled to receive unrestricted stock valued at $65,000 beginning in 2007.
- Proration: Awards will not be prorated for Directors serving less than 12 months.
- Unchanged Components: All other components of the Director compensation program remain unchanged.
Board Composition
- Board Size Increase: The Board of Directors increased the size of the board from five to seven persons.
- New Appointment: T. Michael Young was appointed as a director.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on operations, risks, contingencies, or unusual items beyond the specific governance changes noted above.
Investor Verification Checklist
- Verify the total number of shares outstanding to assess the dilution impact of the 3,000-share awards per director.
- Confirm the current market price of Koppers Holdings Inc. stock to calculate the fair value of the equity awards compared to the previous $65,000 cash/stock value.
- Review the 2005 Long Term Incentive Plan terms to understand vesting schedules and restrictions on the awarded shares.
- Check subsequent filings to confirm the full composition of the expanded seven-person board.