United States Steel Corporation (NYSE:X) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

8 years ago

United States Steel Corporation (NYSE:X) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

(a)On April 25, 2017, a majority of the outstanding shares of
United States Steel Corporation (the Corporation), approved the
amended and restated Certificate of Incorporation. The Amended
and Restated Certificate of Incorporation was effective on April
26, 2017, upon its filing with the Secretary of State of the
State of Delaware. Article Seven of the prior Certificate of
Incorporation was amended to eliminate all references to the
classified board structure. The summary of the Amended and
Restated Certificate of Incorporation included in this current
report on Form 8-K is qualified in its entirety by reference to
the Corporations Amended and Restated Certificate of
Incorporation attached hereto as Exhibit 3.1 and incorporated
herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(b) The Annual Meeting of Stockholders of the Corporation was
held on April 25, 2017. The following matters were acted upon:

1. ELECTION OF DIRECTORS

Patricia Diaz Dennis, Dan O. Dinges, John G. Drosdick, John J.
Engel, Murry S. Gerber, Stephen J. Girsky, Mario Longhi, Paul A.
Mascarenas, Glenda G. McNeal, Robert J. Stevens, David S.
Sutherland and Patricia A. Tracey were elected as directors, to
serve an annual term expiring at the 2018 annual meeting of
stockholders, by the following votes:



Nominee	Votes For	Votes Against	Abstentions
Patricia Diaz Dennis	104,960,887	1,814,366	486,537
Dan O. Dinges	105,220,334	1,597,746	443,710
John G. Drosdick	104,580,433	2,172,165	509,192
John J. Engel	105,228,621	1,593,586	439,583
Murry S. Gerber	105,125,026	1,726,151	410,613
Stephen J. Girsky	104,919,472	1,840,271	502,047
Mario Longhi	104,145,384	2,824,879	291,527
Paul A. Mascarenas	105,089,902	1,650,543	521,345
Glenda G. McNeal	104,902,671	1,892,619	466,500
Robert J. Stevens	105,087,441	1,739,246	435,103
David S. Sutherland	105,046,457	1,746,115	469,218
Patricia A. Tracey	104,899,657	1,898,052	464,081

2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

The results of the non-binding advisory vote to approve the
compensation of certain executive officers of the Corporation
were as follows:



Votes For	Votes Against	Abstentions
97,842,847	6,126,982	3,291,961

3. ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE
COMPENSATION

The results of the non-binding advisory vote to approve the
frequency of the stockholder vote on compensation paid to certain
executive officers were as follows:



1 Year	2 Years	3 Years	Abstentions
88,796,331	813,602	15,097,698	2,554,159

4. APPROVAL OF THE AMENDMENT TO THE CORPORATIONS 2016 OMNIBUS
INCENTIVE COMPENSATION PLAN

The amendment to the 2016 Omnibus Incentive Compensation Plan was
approved by the following votes:



Votes For	Votes Against	Abstentions
99,314,096	6,972,458	975,236

5. APPROVAL OF THE CORPORATIONS AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION

The Amended and Restated Certificate of Incorporation was
approved by the following votes:



Votes For	Votes Against	Abstentions
104,525,045	1,610,150	1,126,595

6. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The appointment of PricewaterhouseCoopers LLP as the independent
registered public accounting firm of the Corporation for 2017 was
ratified by the following votes:



Votes For	Votes Against	Abstentions
137,046,324	3,232,584	859,960

(d) At the annual meeting of stockholders on April 25, 2017,
approximately 83% of the voting shares voted in favor of an
annual advisory vote on the compensation of certain executive
officers. After careful consideration of the frequency
alternatives, and in light of this advisory vote, the Board of
Directors of the Corporation will include a stockholder vote on
the compensation of executives in its proxy materials each year
until the next required vote on the frequency of stockholder
votes on the compensation of certain executive officers.

Item 9.01. Financial Statements and Exhibits

9.01(d) Exhibits:

Exhibit No. Description

>3.1 Amended and Restated Certificate of Incorporation of
United States Steel Corporation, effective April 26, 2017.

About United States Steel Corporation (NYSE:X)
United States Steel Corporation (U. S. Steel) is an integrated steel producer. The Company is engaged in producing flat-rolled and tubular products with production operations in North America and Europe. The Company operates through three segments: Flat-Rolled Products (Flat-Rolled), U. S. Steel Europe (USSE) and Tubular Products (Tubular). The Flat-Rolled segment includes the operating results of U. S. Steel’s integrated steel plants and equity investees in the United States involved in the production of slabs, rounds, strip mill plates, sheets and tin mill products, as well as all iron ore and coke production facilities in the United States. The USSE segment includes the operating results of U. S. Steel Kosice (USSK), U. S. Steel’s integrated steel plant and coke production facilities in Slovakia. The Tubular segment includes the operating results of U. S. Steel’s tubular production facilities, primarily in the United States, and equity investees in the United States and Brazil. United States Steel Corporation (NYSE:X) Recent Trading Information
United States Steel Corporation (NYSE:X) closed its last trading session down -0.81 at 22.43 with 47,966,896 shares trading hands.