AK STEEL HOLDING CORPORATION (NYSE:AKS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Holding Corporation (the Company), at the recommendation of the
Management Development and Compensation Committee, approved the
new Omnibus Management Incentive Plan (Omnibus Plan), subject to
stockholder approval of the material terms of the performance
goals of the Omnibus Plan at the Companys 2017 Annual Meeting of
Stockholders held on May 25, 2017 (the 2017 Annual Meeting). As
noted below in Item 5.07 of this Current Report on Form 8-K, the
Companys stockholders approved the material terms of the
performance goals of the Omnibus Plan at the 2017 Annual Meeting.
Omnibus Plan, please refer to the discussion in the Companys
Proxy Statement for the 2017 Annual Meeting, as filed with the
Securities and Exchange Commission on April 10, 2017 (the 2017
Proxy Statement) under the caption Approval of the Material Terms
of the Performance Goals Under the New Omnibus Management
Incentive Plan (Proposal No. 5 on the proxy card). The
description of the Omnibus Plan contained in the 2017 Proxy
Statement is qualified in its entirety by reference to the full
text of the Omnibus Plan, a copy of which is attached hereto as
Exhibit 10.1 and incorporated by reference herein.
proposal subject to a vote at the 2017 Annual Meeting was
described in detail in the Companys 2017 Proxy Statement. With
respect to each of the proposals, the Companys stockholders voted
as indicated below.
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1.
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Election of Directors (Proposal No. 1): Stockholders
re-elected each of the following Directors: |
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For
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Against
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Abstentions
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Broker Non-Votes
|
|
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Dennis C. Cuneo
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187,495,858
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1,157,071
|
667,406
|
87,315,272
|
|
Sheri H. Edison
|
187,463,125
|
1,219,397
|
637,813
|
87,315,272
|
|
Mark G. Essig
|
187,471,389
|
1,182,370
|
666,576
|
87,315,272
|
|
William K. Gerber
|
187,493,212
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1,166,730
|
660,393
|
87,315,272
|
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Gregory B. Kenny
|
187,383,756
|
1,265,746
|
670,833
|
87,315,272
|
|
Ralph S. Michael, III
|
187,444,648
|
1,229,284
|
646,403
|
87,315,272
|
|
Roger K. Newport
|
187,555,916
|
1,103,150
|
661,269
|
87,315,272
|
|
Dr. James A. Thomson
|
186,831,556
|
1,827,835
|
660,944
|
87,315,272
|
|
Dwayne A. Wilson
|
187,294,739
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1,306,767
|
718,829
|
87,315,272
|
|
Vicente Wright
|
187,514,657
|
1,139,369
|
666,309
|
87,315,272
|
|
Arlene M. Yocum
|
187,210,869
|
1,427,173
|
682,293
|
87,315,272
|
|
2.
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Ratification of independent registered public accounting
firm (Proposal No. 2): Stockholders ratified the Audit Committees appointment of Ernst Young LLP as the Companys independent registered public accounting firm for 2017. |
|
For
|
Against
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Abstentions
|
|
270,805,047
|
4,298,139
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1,532,421
|
>
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3.
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Advisory vote on Named Executive Officer compensation
(Proposal No. 3): Stockholders approved the resolution to approve the compensation of the Named Executive Officers. |
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
181,844,752
|
6,251,289
|
1,224,294
|
87,315,272
|
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4.
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Advisory vote on the frequency of future stockholder votes
concerning Named Executive Officer compensation (Proposal No. 4): Stockholders approved the option of an annual advisory vote for Named Executive Officer (“NEO”) compensation. In light of the voting results strongly supporting an annual vote and other matters considered by the Board, the Board has decided to include a non-binding advisory vote on NEO compensation at each Annual Meeting until the next required stockholder advisory vote on the frequency of future stockholder votes on NEO compensation. |
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1 YEAR
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2 YEARS
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3 YEARS
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Abstentions
|
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161,472,124
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631,840
|
26,285,261
|
931,110
|
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5.
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Approval of the material terms of the performance goals
under the new Omnibus Management Incentive Plan (Proposal No. 5): Stockholders approved the material terms of the performance goals under the new Omnibus Plan. |
|
For
|
Against
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Abstentions
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Broker Non-Votes
|
|
184,813,132
|
2,864,486
|
1,642,717
|
87,31,272
|
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit:
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10.1
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Omnibus Management Incentive Plan, as approved March
16, 2017 |
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About AK STEEL HOLDING CORPORATION (NYSE:AKS)
AK Steel Holding Corporation is an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its subsidiary, AK Steel Corporation (AK Steel). The Company operates approximately eight steelmaking and finishing plants, over two coke plants and approximately two tube manufacturing plants across states, which include Indiana, Kentucky, Michigan, Ohio, Pennsylvania and West Virginia. These operations produce flat-rolled carbon, specialty stainless and electrical steels that it sells in sheet and strip form, and carbon and stainless steel that it finishes into welded steel tubing. The Company also produces metallurgical coal through its subsidiary, AK Coal Resources, Inc. (AK Coal). In addition, the Company operates trading companies in Mexico and Europe that buy and sell steel and steel products and other materials. It sells flat-rolled carbon steel products, consisting of coated, cold-rolled, and hot-rolled carbon steel products. AK STEEL HOLDING CORPORATION (NYSE:AKS) Recent Trading Information
AK STEEL HOLDING CORPORATION (NYSE:AKS) closed its last trading session down -0.13 at 5.81 with 17,518,935 shares trading hands.
