UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 15, 2024 (April 12, 2024)

 

 

United States Steel Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		1-16811		25-1897152
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

600 Grant Street,

Pittsburgh, PA 15219-2800

(Address of Principal Executive Offices, and Zip Code)

 

(412) 433-1121

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

¨

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

 

¨

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

 

¨

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

 

¨

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	X	New York Stock Exchange
Common Stock	X	Chicago Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

 

On April 12, 2024, United States Steel Corporation (“USS” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider the proposals set forth in the definitive proxy statement of the Company filed with the U.S. Securities and Exchange Commission on March 12, 2024, as supplemented on April 2, 2024 (as supplemented, the “Proxy Statement”), related to the Agreement and Plan of Merger (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) by and among the Company, Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation (“NSC”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

 

As of March 4, 2024, the record date for the Special Meeting, there were 224,816,000 shares of common stock of the Company, par value $1.00 per share (“USS common stock”), issued and outstanding, each of which was entitled to vote at the Special Meeting. At the Special Meeting, a total of 163,962,432 shares of USS common stock, representing approximately 72.93% of the USS common stock issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

 

At the Special Meeting the following proposals were considered:

 

(1)

the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);

 

(2)

the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to USS’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

 

(3)

the proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

 

The Merger Agreement Proposal was approved by the requisite vote of the Company’s stockholders. The Compensation Proposal did not receive the requisite vote of the Company’s stockholders and therefore was not approved. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Agreement Proposal. The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Statement.

 

Proposal 1 – Merger Agreement Proposal

 

Votes For		Votes Against		Abstentions
161,173,676		1,927,016		861,740

 

Proposal 2 – Compensation Proposal

 

Votes For		Votes Against		Abstentions
80,339,678		81,804,084		1,818,670

 

Proposal 3 – Adjournment Proposal

 

Votes For		Votes Against		Abstentions
152,891,088		9,875,129		1,196,215

 

No other matters were submitted for stockholder action at the Special Meeting.

 

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

UNITED STATES STEEL CORPORATION

 

By	/s/ Manpreet S. Grewal
	Manpreet S. Grewal
	Vice President, Controller & Chief Accounting Officer

 

Dated: April 15, 2024