UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Eva M. Kalawski and Mary Ann Sigler were not nominated for re-election to the Board of Directors of Ryerson Holding Corporation (“Ryerson” or the “Company”), and effective as of April 25, 2024, each ceased to serve as directors of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Following are the results of the matters voted on by shareholders at the Annual Meeting.
PROPOSAL 1: Election of Class I Directors
Name |
For |
Withheld/Abstain |
Broker Non-Votes |
Court D. Carruthers |
26,931,031 |
3,168,715 |
2,130,458 |
Michelle Kumbier |
30,231,430 |
74,407 |
1,924,367 |
Karen Leggio |
30,231,255 |
74,582 |
1,924,367 |
The following directors continued in office after the Annual Meeting: Kirk K. Calhoun, Jacob Kotzubei, Edward J. Lehner, Stephen P. Larson and Philip E. Norment.
PROPOSAL 2: Ratification of the appointment of Ernst & Young LLP as Ryerson’s independent registered public accounting firm for 2024.
For |
Against |
Abstain |
31,906,315 |
283,619 |
40,270 |
PROPOSAL 3: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote).
For |
Against |
Abstain |
Broker Non-Votes |
30,046,807 |
249,017 |
10,012 |
1,924,368 |
PROPOSAL 4: The adoption of an advisory resolution that a non-binding, advisory vote to approve the compensation of our named executive officers be held every year. (“say-when-on-pay” vote).
Three Years |
Two Years |
One Year |
Abstain |
Broker Non-Votes |
2,907,500 |
47,478 |
27,344,348 |
6,509 |
1,924,369 |
In accordance with the wishes of its stockholders, Ryerson will hold a vote on the compensation of named executive officers once every year.
Item 9.01 Financial Statements and Exhibits.
99.1 |
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Ryerson Holding Corporation press release dated April 29, 2024. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RYERSON HOLDING CORPORATION |
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Date: |
April 29, 2024 |
By: |
/s/ James J. Claussen |
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James J. Claussen |