Independent
Tenure on this board
16.6 yrs
Also a director at
Vertiv Holdings Co (VRT)Ingram Micro Holding Corp (INGM)Mcgraw Hill Inc (MH)
Meeting calendar
RYZ · Annual meeting · Thursday, April 30, 2026
Ryerson Holding Corp
3 nominees · 4 ballot items.
Election of three directors; Ratification of KPMG LLP as independent auditors; Approval of Third Amended and Restated 2014 Omnibus Incentive Plan (increase share reserve and extend term); Amendment to Restated Certificate to provide officer exculpation under Delaware law; Non-binding advisory say-on-pay vote; Such other business as may properly come before the meeting.
Market cap
$1.5B
1Y TSR
+21.4%
Board grade
B-
Record date
Mar 13, 2026
Filing
DEF 14A
Meeting concluded · Apr 30, 2026
Follow how the vote landed and what changed on Ryerson Holding Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect three Class III director nominees (Jacob Kotzubei, Edward J. Lehner, Philip E. Norment) to serve three-year terms expiring in 2029.
- 2
Ratification of the Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026.
- 4
Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law
ManagementBoard: FORAmend Article VII to provide officer exculpation to the fullest extent permitted by DGCL amendments, limiting officers’ monetary liability for breach of fiduciary duty in specified circumstances.
More detail
The company proposes a charter amendment to limit officers’ monetary liability to the maximum extent permitted by Delaware law (DGCL Section 102(b)(7) as amended). Management argues this modernizes governance in response to statutory change and will aid in recruiting and retaining executive talent by reducing personal exposure to hindsight-based claims, while retaining exceptions for breaches of duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, and transactions conferring improper personal benefits. The Board weighed stockholder accountability against management's need to attract qualified officers and concluded the narrow class and excluded claim types strike an appropriate balance. Shareholder approval would allow the corporation to file an amended certificate and have the provision apply prospectively; the Board may abandon the filing prior to effectiveness. Opponents may argue that widening exculpation reduces executive accountability and investor recourse for poor stewardship; however, the proposal keeps several core protections and is consistent with actions by many Delaware corporations following statutory amendments. The Board recommends approval as a governance measure to support talent acquisition and retention while preserving key fiduciary protections.
- 5
Non-Binding, Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORAdvisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (CD&A and compensation tables).
More detail
The say-on-pay proposal is an annual, non-binding advisory vote asking shareholders to approve the company's executive compensation program as disclosed in the proxy statement. Management frames the program as aligning pay and performance, with a mix of base salary, annual incentive tied to Adjusted EBITDA and EVA, and long-term equity awards (RSUs and PSUs tied to cumulative Adjusted EBITDA and managerial controllable free cash flow). The Compensation Committee points to a recent favorable advisory vote and uses peer benchmarking and consultant input in setting pay. A 'for' vote signals shareholder support for the current pay approach; a 'against' vote would prompt the Compensation Committee to engage with shareholders and may lead to adjustments. Because the vote is advisory, it does not directly change compensation but is considered by the Board and Compensation Committee in future decisions.
Director elections
Nominees on the ballot3
Not independent
Tenure on this board
4.4 yrs
Independent
Tenure on this board
11.0 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platinum Equity Advisors, LLC/DE | 7.6% | 3,924,478 | $88M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.9% | 3,060,410 | $69M |
| 3 | FRANKLIN RESOURCES INC | 5.5% | 2,872,093 | $65M |
| 4 | JB CAPITAL PARTNERS LP | 5.5% | 2,839,059 | $64M |
| 5 | STATE STREET CORP | 4.8% | 2,477,685 | $56M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.1% | 2,146,422 | $48M |
| 7 | DONALD SMITH CO., INC. | 3.8% | 1,956,933 | $44M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,939,899 | $44M |
| 9 | BlackRock, Inc. | 3.4% | 1,764,146 | $40M |
| 10 | BlackRock, Inc. | 3.4% | 1,740,401 | $39M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Ryerson Holding Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
American Superconductor CorpAMSC
Annual meeting·Jul 31, 2026·$1.6B
Graham CorpGHM
Annual meeting·Aug 25, 2026·$1.3B
Power Solutions International IncPSIX
Annual meeting·Jul 23, 2026·$697M
Park Aerospace CorpPKE
Annual meeting·Jul 21, 2026·$677M
D Boral Arc Acquisition I CorpBCAR
Special meeting·Jul 29, 2026·$420M
Columbus Mckinnon CorpCMCO
Annual meeting·Aug 14, 2026·$414M
Reference
Frequently asked questions
- When is the Ryerson Holding Corp 2026 annual meeting?
- Ryerson Holding Corp (RYZ) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.
- What is the record date for the Ryerson Holding Corp 2026 meeting?
- The record date for the Ryerson Holding Corp 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Ryerson Holding Corp's 2026 meeting?
- The board is presenting 3 director nominees at the Ryerson Holding Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Ryerson Holding Corp 2026 meeting?
- Shareholders will vote on 4 proposals at the Ryerson Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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