Koppers (KOP) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 7, 2026, with proposals to elect eight directors, approve an amendment to the Employee Stock Purchase Plan, hold an advisory vote on executive compensation, and ratify KPMG LLP as auditor for 2026.

• 2025 performance highlights include $1.88B in sales, $56.0M net income, $256.7M adjusted EBITDA, and $122.5M operating cash flow, with improved net income and EPS compared to the prior year.

• The company was recognized for safety, responsibility, and climate leadership, and continues to emphasize sustainability and stakeholder value.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, amending the Employee Stock Purchase Plan, an advisory say-on-pay resolution, and ratifying KPMG LLP as auditor.

• The board recommends voting FOR all proposals.

• The ESPP amendment increases authorized shares by 300,000 to promote employee ownership.

Board of directors and corporate governance

• The board will reduce to eight members after the meeting, with Traci L. Jensen appointed as lead independent director.

• All committees (audit, compensation, governance, strategy/risk, sustainability) are composed of independent directors, except the CEO.

• The board follows majority voting, director term limits (15 years), age limits (75), and strong stock ownership guidelines.

• Board and committee attendance was 96% in 2025.