UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023
Commission File Number: 1-13368
POSCO HOLDINGS INC.
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ x ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Decision on Disposal of Treasury Stock
| 1. Number of shares to be disposed of | Common stock | 27,030 | ||||||||
| Different classes of stocks | - | |||||||||
| 2. Disposal price of shares (KRW) | Common stock | 323,000 | ||||||||
| Different classes of stocks | - | |||||||||
| 3. Estimated disposal amount (KRW) | Common stock | 8,730,690,000 | ||||||||
| Different classes of stocks | - | |||||||||
| 4. Scheduled disposal period | Start date | March 20, 2023 | ||||||||
| End date | April 14, 2023 | |||||||||
| 5. Purpose of disposal | Providing stock grant to the executive officers of POSCO Holdings and subsidiaries | |||||||||
| 6. Disposal method | Disposal in exchange (shrs.) | - | ||||||||
| Off-hours block trading (shrs.) | - | |||||||||
| Disposal in OTC (shrs.) | 27,030 | |||||||||
| Others (shrs.) | - | |||||||||
| 7. Entrusted brokerage company | Samsung Securities | |||||||||
| 8. Treasury stock holdings before disposal | Acquisition within profits available for dividends (shrs.) | Common stock | 8,722,053 | Ratio(%) | 10.3 | |||||
| Different classes of stocks |
- | Ratio(%) | - | |||||||
| Acquisition for other reasons (shrs.) |
Common stock | - | Ratio(%) | - | ||||||
| Different classes of stocks |
- | Ratio(%) | - | |||||||
| 9. Date of board resolution (decision date) | March 17, 2023 | |||||||||
| - Attendance of outside directors | Present (No.) | 7 | ||||||||
| Absent (No.) | 0 | |||||||||
| - Attendance of auditors (members of Audit Committee who are not outside directors) | - | |||||||||
| 10. Limit of buying order per day | Common stock | - | ||||||||
| Different classes of stocks |
- | |||||||||
| 11. Other matters to be factored into investment decisions | - Above ‘3. Estimated disposal amount’ (KRW) are based on the closing price of the shares on March 16, 2023 which is one working day prior to the board of directors’ meeting.
- Above ‘6. Disposal method’ is a method by which shares are transferred directly from the Company’s treasury stock account to the payee’s accounts on the date of issuance.
- All members of Audit Committtee are outside directors | |||||||||
[Holding Amount of Treasury Stock before Decision on Treasury Stock Disposal]
(in shares.)
| Methods of acquisition |
Type of shares |
Beginning balance |
Change | Closing balance |
Remarks | |||||||||||||||||||||||||
| Acquisition (+) |
Disposal (-) |
Share retirement (-) |
||||||||||||||||||||||||||||
| Amount of shares acquired within profits available for dividends | Direct Acquisition |
Direct acquisition in the exchange |
Common stock |
|
5,406,179 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,406,179 |
|
|
— |
| |||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
|
Direct acquisition in OTC |
Common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
| Tender offer |
Common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
| Sub total (a) |
Common stock |
|
5,406,179 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,406,179 |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
| Acquisition by trust contract |
Number of shares indirectly held through trust contracts |
Common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||
| Different classes of stocks | — | — | — | — | — | — | ||||||||||||||||||||||||
|
Number of shares directly held |
Common stock |
|
3,315,874 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,315,874 |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
|
Common stock |
|
3,315,874 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,315,874 |
|
|
— |
| ||||||||||||
|
Sub total (b) |
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
|
Amount of shares acquired for other reasons (c) |
Common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||
|
Total (a+b+c) |
Common stock |
|
8,722,053 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,722,053 |
|
|
— |
| |||||||||||
|
Different classes of stocks |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Note1) The above ‘beginning balance’ represents the number of treasury stocks as of January 1, 2023, and ‘closing balance’ represents the number of treasury stocks as of March 17, 2023.
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, thereunto duly authorized.
| POSCO HOLDINGS INC. (Registrant) | ||||||
| Date : March 17, 2023 |
By | /s/ Han, Young-Ah | ||||
| (Signature) | ||||||
| Name: Han, Young-Ah | ||||||
| Title: Senior Vice President | ||||||