8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

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 8, 2009

SCHNITZER STEEL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

OREGON (State or Other Jurisdiction of Incorporation) 0-22496 (Commission File Number) 93-0341923 (I.R.S. Employer Identification No.)

3200 N.W. Yeon Ave. P.O. Box 10047 Portland, OR (Address of Principal Executive Offices)     97296-0047 (Zip Code)

Registrant’s Telephone Number Including Area Code:(503) 224-9900

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 (seeGeneral Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)           On April 8, 2009, the Board of Directors (the “Board”) of Schnitzer Steel Industries, Inc. (the “Company”) increased the number of directors on the Board from eleven to thirteen and elected David J. Anderson and Wayland R. Hicks as directors of the Company, effective immediately. Messrs. Anderson and Hicks were elected on the recommendation of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of the Company. The Committee has determined that Messrs. Anderson and Hicks both qualify as independent directors as defined by the Company’s Corporate Governance Guidelines, the rules of the Securities and Exchange Commission and the NASDAQ listing requirements. As a result of these elections, a majority of the Company’s Board is composed of independent directors.  Mr. Anderson’s and Mr. Hicks’ terms as directors will continue until the date of the Company’s 2010 annual meeting of shareholders.  Mr. Anderson will serve on the Nominating and Corporate Governance Committee and Mr. Hicks will serve on the Compensation Committee of the Board.

There was no arrangement or understanding pursuant to which Mr. Anderson or Mr. Hicks was elected as a director.  Neither Mr. Anderson nor Mr. Hicks has been a participant in, or is to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”).

Messrs. Anderson and Hicks will be compensated as directors pursuant to the Company’s non-employee director compensation policy in effect from time to time.  Pursuant to the Company’s current policy, a non-employee director is entitled to receive an annual cash fee of $70,000 and a grant of deferred stock units (“DSUs”) having an aggregate initial value of $120,000.  Each DSU gives a director the right to receive at a future date one share of the Company’s Class A Common Stock, par value $1.00 per share.   If Mr. Anderson or Mr. Hicks is appointed to serve as chair of one or more of the Board’s committees, he will receive additional compensation.    Messrs. Anderson and Hicks may elect to defer all or part of their compensation under the Company’s Deferred Compensation Plan for Non-Employee Directors. The Company expects to enter into indemnity agreements with Messrs. Anderson and Hicks in the same form as has previously been entered into with the Company’s other directors.  Pursuant to the indemnity agreements, the Company will agree to indemnify each director in connection with any claims or proceedings involving the director by reason of serving as a director of the Company.  The Company’s Form of Deferred Stock Unit Award Agreement for Non-Employee Directors, its Deferred Compensation Plan for Non-Employee Directors and its form of Indemnity Agreement are filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K filed on July 28, 2006.

Item 7.01 Regulation FD Disclosure.

A copy of the press release relating to the election of Messrs. Anderson and Hicks as directors of the Company is attached hereto as exhibit 99.1.  Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that

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section, nor shall it be deemed incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

As reported in the Form 8-K filed by the Company on October 31, 2008, since the resignation of Mark Palmquist, an independent member of the Board, on October 22, 2008, the Company has not been in compliance with NASDAQ Marketplace Rule 5605(b)(1), which requires that a majority of the board of directors of a listed company must be comprised of independent directors.  Upon the election of Messrs. Anderson and Hicks as directors of the Company on April 8, 2009, the Company regained compliance with the majority independent director requirement for continued listing set forth in NASDAQ Marketplace Rule 5605(b)(1).

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

99.1 Press Release of Schnitzer Steel Industries, Inc. issued on April 13, 2009

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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.

	SCHNITZER STEEL INDUSTRIES, INC. (Registrant)
Dated:  April 14, 2009	By:	/s/ Richard C. Josephson
		Name:  Richard C. Josephson
		Title:    Senior Vice President, General Counsel and Secretary

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Exhibit Index

99.1 Press Release of Schnitzer Steel Industries, Inc. issued on April 13, 2009

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EX-99.1

PRESS RELEASE

April 13, 2009

Investor Relations Contact:  Rob Stone (503)-224-9900

Press Relations Contact:  Tom Zelenka (503)-323-2821

Website:  www.schnitzersteel.com

Email:  ir@schn.com

Schnitzer Steel Announces Two New Independent Directors

PORTLAND, OR – April 13, 2009 – Schnitzer Steel Industries, Inc.(NASDAQ:SCHN) today announced that David J. Anderson and Wayland R. Hicks have been elected to the Company’s Board of Directors, effective immediately.  The addition of Messrs. Anderson and Hicks expands the board to thirteen and results in the majority of the board being independent directors.

Mr. Anderson, 61, most recently served as Executive Director and Co-Vice Chairman of Sauer-Danfoss Inc. (NYSE:SHS) and was the President and Chief Executive Officer of Sauer-Danfoss Inc. from July 2002 through January 2009.  Sauer-Danfoss designs and manufactures hydraulic systems used in agriculture, construction, road-building and materials handling equipment.

Mr. Hicks, 66, served as director and Vice Chairman of United Rentals, Inc. (NYSE:URI) from 1998 through March 2009 and served as Chief Executive Officer from December 2003 through June 2007.  United Rentals, Inc. is one of the largest national equipment rental companies in the U.S., serving residential, commercial and industrial needs.

In announcing the election to the Schnitzer Board, John Carter, Chairman of the Board, commented, “Both Dave and Wayland bring extensive public company governance and management experience to the Schnitzer Board, and they have each achieved broad success in their respective industries.  We are pleased to have them join us.”

Tamara Lundgren, President and CEO of Schnitzer, called attention to the global careers of Messrs. Anderson and Hicks. She commented that “At each of their companies, Dave and Wayland successfully generated business growth, both organically and through the successful integration of domestic and international acquisitions.  Their strategic experience will benefit the Board as the Company continues to expand. ”

Anderson and Hicks will serve terms as directors until the Company’s 2010 annual meeting of shareholders.

Schnitzer Steel Industries, Inc. is one of the largest manufacturers and exporters of recycled ferrous metal products in the United States with 42 operating facilities located in 13 states throughout the country, including seven export facilities located on both the East and West Coasts and in Hawaii and Puerto Rico. The Company’s vertically integrated operating platform also includes its auto parts and steel manufacturing businesses. The Company’s auto parts business sells used auto parts through its 40 self-service facilities and 18 full-service facilities located in 16 states and in western Canada. With an annual production capacity of over 800,000 tons, the Company’s steel manufacturing business produces finished steel products, including rebar, wire rod and other specialty products. The Company commenced its 103rd year of operations in 2009.