Metallus Inc
3 nominees · 3 ballot items.
Election of three directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of named executive officer compensation.
Follow how the vote landed and what changed on Metallus Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of three directors to a three-year term expiring at the 2029 annual meeting
ManagementBoard: FORElect three Class III director nominees (Nicholas J. Chirekos, Randall H. Edwards, Randall A. Wotring) to serve three-year terms until 2029.
- 2
Ratification of the selection of Ernst & Young LLP as the company’s independent auditor for the fiscal year ending December 31, 2026
ManagementBoard: FORRatify the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
- 3
Approval, on an advisory basis, of the compensation of the company’s named executive officers
ManagementBoard: FORNon-binding advisory (“say-on-pay”) vote to approve the compensation disclosed in the proxy for the named executive officers.
More detail
This management proposal requests an advisory, non-binding shareholder vote to ratify the company’s executive compensation program as disclosed in the proxy materials. Management seeks this vote annually to confirm shareholder support for pay practices which the Compensation Committee designs to align executive incentives with shareholder value through a mix of base salary, cash annual incentives tied to adjusted EBITDA, adjusted operating cash flow and safety metrics, and long-term equity awards including performance shares tied to relative total shareholder return and time-based restricted stock units. The Compensation Committee cites strong historical shareholder support (averaging over 98% favorable in recent years) and explains that a majority vote will be considered in future compensation decisions. Key context includes that CEO pay is heavily performance-weighted (83% at-risk in 2025), the firm delivered adjusted EBITDA of $75.6M and 2025 APA payouts averaged ~102.5% of target, and long-term performance share payouts for the 2023-2025 cycle were 41.1% of target due to relative TSR outcomes. Management argues the program balances short- and long-term metrics, includes clawback and anti-hedging policies, and uses independent consultant advice; the board recommends a FOR vote, noting it will consider any significant negative shareholder feedback in future program design.
Nominees on the ballot3
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.7% | 4,039,954 | $66M |
| 2 | STATE STREET CORP | 6.7% | 2,799,274 | $46M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.0% | 2,497,169 | $41M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 4.4% | 1,840,870 | $30M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.0% | 1,660,937 | $27M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,559,165 | $25M |
| 7 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.2% | 1,331,309 | $22M |
| 8 | BlackRock, Inc. | 2.6% | 1,077,945 | $18M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 1,074,146 | $18M |
| 10 | DONALD SMITH CO., INC. | 2.6% | 1,071,819 | $18M |
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Frequently asked questions
- When is the Metallus Inc 2026 annual meeting?
- Metallus Inc (MTUS) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.
- What is the record date for the Metallus Inc 2026 meeting?
- The record date for the Metallus Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Metallus Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Metallus Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Metallus Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Metallus Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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