Not independent
Tenure on this board
33.4 yrs
7 nominees · 4 ballot items.
Election of seven directors; Ratification of Ernst & Young LLP as auditors; Advisory (say-on-pay) vote to approve named executive officer compensation; Shareholder proposal by John Chevedden requesting annual disclosure of political contributions and related policies (board recommends against).
Elect seven directors to the Board for one-year terms.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation disclosed for the named executive officers for 2025 (say-on-pay).
The advisory say-on-pay proposal asks shareholders to approve the disclosed 2025 compensation for the Named Executive Officers. Management seeks a non-binding endorsement to validate its pay-for-performance philosophy that relies heavily on performance-based annual and long-term incentive plans (Annual Plan and LTIP) designed to align executives with shareholder interests. The Compensation Committee ties annual payouts to adjusted net income above a 10% ROE threshold and divisional ROA targets; long-term awards are measured over three years against steel-sector peers across revenue growth, operating margin, cash flow as a percentage of revenue, and after-tax return on invested capital. Management presents historical outcomes, governance safeguards (clawback, double-trigger CIC protections, stock ownership requirements, independent consultant), and shareholder engagement evidence (92% support in 2025) to justify the program. The Board recommends a vote FOR, asserting these policies promote long-term value creation, mitigate risk, and have strong shareholder backing.
Shareholder John Chevedden requests an annual report disclosing policies/procedures and monetary and non-monetary political contributions and expenditures (excluding lobbying), including recipients and amounts, posted to the company website.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.22% | 8,976,307 | $1.6B |
| 2 | STATE STREET CORP | 5.21% | 7,513,992 | $1.4B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.72% | 6,809,040 | $1.2B |
| 4 | BlackRock, Inc. | 3.44% | 4,958,407 | $893M |
| 5 | Capital Research Global Investors | 2.52% | 3,630,842 | $654M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 3,395,115 | $609M |
| 7 | FMR LLC | 2.16% | 3,117,417 | $561M |
| 8 | BlackRock, Inc. | 1.95% | 2,809,768 | $506M |
| 9 | Life Cycle Investment Partners Ltd | 1.87% | 2,696,347 | $485M |
| 10 | Holocene Advisors, LP | 1.59% | 2,288,948 | $412M |
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