UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): April 15, 2024 (
(Exact Name of Registrant as Specified in Charter)
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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 (see General Instruction A.2. below):
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07. | Submission of Matters to a Vote of Security Holders |
On April 12, 2024, United States Steel Corporation (“USS” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider the proposals set forth in the definitive proxy statement of the Company filed with the U.S. Securities and Exchange Commission on March 12, 2024, as supplemented on April 2, 2024 (as supplemented, the “Proxy Statement”), related to the Agreement and Plan of Merger (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) by and among the Company, Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation (“NSC”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
As of March 4, 2024, the record date for the Special Meeting, there were 224,816,000 shares of common stock of the Company, par value $1.00 per share (“USS common stock”), issued and outstanding, each of which was entitled to vote at the Special Meeting. At the Special Meeting, a total of 163,962,432 shares of USS common stock, representing approximately 72.93% of the USS common stock issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting the following proposals were considered:
| (1) | the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); |
| (2) | the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to USS’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and |
| (3) | the proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). |
The Merger Agreement Proposal was approved by the requisite vote of the Company’s stockholders. The Compensation Proposal did not receive the requisite vote of the Company’s stockholders and therefore was not approved. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Agreement Proposal. The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Statement.
Proposal 1 – Merger Agreement Proposal
| Votes For | Votes Against | Abstentions | ||
| 161,173,676 | 1,927,016 | 861,740 |
Proposal 2 – Compensation Proposal
| Votes For | Votes Against | Abstentions | ||
| 80,339,678 | 81,804,084 | 1,818,670 |
Proposal 3 – Adjournment Proposal
| Votes For | Votes Against | Abstentions | ||
| 152,891,088 | 9,875,129 | 1,196,215 |
No other matters were submitted for stockholder action at the Special Meeting.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
UNITED STATES STEEL CORPORATION
| By | /s/ Manpreet S. Grewal | |
| Manpreet S. Grewal | ||
| Vice President, Controller & Chief Accounting Officer |
Dated: April 15, 2024