Koppers Holdings Inc

This management proposal asks shareholders to approve the 2026 Amendment to the company’s Amended and Restated Employee Stock Purchase Plan (ESPP) to add 300,000 shares to the plan reserve, increasing the total authorized shares under the ESPP to 800,000. Management and the board assert the increase is necessary to continue regular ESPP offerings to employees, to preserve the plan’s utility as an employee ownership and retention tool, and to ensure compliance with NYSE listing rules and Section 423 of the Internal Revenue Code so that the plan remains tax-advantaged for participants. The proxy discloses that 425,159 shares have previously been issued under the ESPP, leaving 74,841 available prior to this proposal and 374,841 available if the amendment is approved, which frames the near-term need for additional authorization. The board considered dilution, historical usage rates and the expected longevity of the requested share reserve when approving the amendment; shareholders should weigh those dilutionary effects against the retention and incentive benefits of continued ESPP participation. If shareholders do not approve the amendment, the company indicates it will likely need to discontinue offering options under the ESPP once the current reserve is exhausted, which could negatively affect employee recruitment and retention and the company’s ability to encourage employee ownership. The company also intends to register the additional shares on Form S-8 if approved, facilitating future plan administration and compliance. The board’s unanimous recommendation and the characterization of the ESPP as an important employee ownership vehicle provide governance context, but investors should also consider the expected dilution (300,000 new shares relative to ~19.34 million outstanding shares as of the record date), historical participation levels, and potential alternatives to achieve similar retention objectives. In summary, the proposal asks for a modest increase to the ESPP share reserve to preserve an established employee benefit, with tradeoffs between dilution and the retention/engagement benefits management cites as rationale.

This management-sponsored advisory proposal requests a non-binding shareholder approval of the company’s named executive officer (NEO) compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and accompanying tables. The company frames its executive pay program as strongly pay-for-performance-oriented, with a substantial portion of NEO pay delivered in at-risk and performance-based vehicles (PSUs and RSUs), use of both absolute financial measures (adjusted EBITDA, modified net working capital) and relative TSR components, stock ownership guidelines, clawback policy, and caps on incentive payouts. Management is seeking shareholder endorsement to validate these design choices and to continue aligning executive incentives with long-term shareholder value; the board points to historical support (over 98% approval in 2025) as evidence of shareholder approval of the approach. The vote is advisory and not binding, but the board will consider the outcome when shaping future compensation programs. Key governance context includes the conversion of portions of annual cash incentives into multi-year TSR PSUs for 2025, varying PSU/RSU mixes across NEOs, and ongoing engagement with shareholders on compensation matters. Investors evaluating the proposal should consider whether the disclosed metrics, performance targets, mix of compensation, retirement and change-in-control protections, and pay outcomes effectively balance retention needs with shareholder alignment and risk mitigation. Given the program’s emphasis on multi-year equity with performance hurdles and the board’s willingness to modify plan metrics (as evidenced by changes for 2026), a FOR vote would signal support for the current pay philosophy; a negative vote would likely prompt deeper engagement and potential redesign by the management development and compensation committee.