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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2024
Commission File Number: 1-13368
POSCO HOLDINGS INC.
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
The Results of the 56th Ordinary General Meeting of Shareholders
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© Agenda 1 : Approval of Financial Statements for the 56th FY |
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| (From January 1, 2023 to December 31, 2023) |
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| (Year-end dividend per share : KRW 2,500) |
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| Item(Unit : KRW) | Consolidated | Separate | ||||||
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Total Assets |
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100,945,394 million |
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51,646,198 million |
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Total Liabilities |
41,281,497 million | 4,146,333 million | ||||||
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Share Capital |
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482,403 million |
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482,403 million |
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Total Equity |
59,663,897 million | 47,499,865 million | ||||||
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Sales |
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77,127,197 million |
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1,454,079 million |
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Operating Profit |
3,531,423 million | 1,106,629 million | ||||||
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Net Profit |
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1,845,850 million |
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799,578 million |
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Net Profit per Share |
22,382 | 10,539 | ||||||
<Approval of Dividend Distribution>
| Details |
2023 | |||
| 1. Annual Dividend per Share (KRW) |
10,000 | |||
| - Year-End Dividend (KRW) |
2,500 | |||
| - Quarterly Dividend (KRW) |
7,500 | |||
| 2. Dividend Yield Ratio (%) |
2.4 | |||
| © | Agenda 2: Partial Amendments of the Articles of Incorporation |
Agenda 2 is approved by the 56th Ordinary General Meeting of Shareholders as proposed.
| Existing Article | Amendment | Purpose of Change | ||
|
Article 45. Special Committees
① The Company shall have special committees under the control of the Board of Directors as follows:
1. ESG Committee;
2. Director Candidate Recommendation Committee;
3. Evaluation and Compensation Committee;
4. Finance Committee;
5. Audit Committee. |
Article 45. Special Committees
① The Company shall have special committees under the control of the Board of Directors as follows:
1. ESG Committee;
2. Director Candidate Recommendation Committee;
3. Evaluation and Compensation Committee;
4. Finance Committee;
5. Audit Committee;
6. CEO Candidate Pool Management Committee
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To enhance candidate pool management | ||
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Article 29. Appointment of the CEO and the Representative Director
① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee.
② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.
③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors. |
Article 29. Appointment of the CEO and the Representative Director
① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee.
② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.
③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.
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To ensure consistency in rules and terminology across the AoI and internal regulations
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| - |
ADDENDA (March 21, 2024)
The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 56th fiscal year.
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- |
| © | Agenda 3: Election of Inside Directors |
| ○ | Number of Outside Directors to be Elected: 4 Directors |
| - | Agenda from 3-1 to 3-4 is approved by the 56th Ordinary General Meeting of Shareholders as proposed. |
| Name/ Agenda |
Date of Birth | Professional Experience | Term | |||||
| Recommended by |
Period | Details | ||||||
| Chang, In-Hwa (3-1) |
August 17, 1955 |
March 2021 ~ Present |
Senior Corporate Advisor, POSCO |
3 Years | ||||
| March 2018 ~ February 2021 | Representative Director, President, Head of Steel Business Unit, POSCO | |||||||
| Board of Directors | March 2017 ~ February 2018 | Board Member, Senior Executive Vice President, Head of Steel Production Division, POSCO | ||||||
| February 2016 ~ February 2017 | Senior Executive Vice President, Head of Technology and Investment Division (Head, Technical Research Laboratories), POSCO | |||||||
| February 2015 ~ January 2016 | Senior Executive Vice President, Head of Steel Solution Marketing Department, POSCO | |||||||
| March 2014 ~ February 2015 | Senior Executive Vice President, Head of New Business Development Department | |||||||
| January 2011 ~ March 2014
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Senior Vice President, Head of New Business Department / New Growth Business Department, POSCO | |||||||
|
Jeong, Ki-Seop (3-2) |
October 4, 1961 |
January 2023 ~ Present |
CSO of Chief Strategy Office, President of POSCO HOLDINGS INC. |
1 Year | ||||
| 2020 | Representative Director, President of POSCO Energy | |||||||
| 2018 | Senior Executive Vice President, Head of Corporate Planning Division, POSCO Energy | |||||||
| Board of Directors | 2017 | Executive Vice President, Head of Domestic Business Management Office, POSCO | ||||||
| 2016 | Senior Vice President, Head of Domestic Business Management Office, POSCO | |||||||
| 2015 | Senior Vice President, Finance Chief, POSCO | |||||||
| 2013 | Senior Vice President, Head of Business Strategy Department, POSCO International | |||||||
| 2012
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Senior Vice President, Head of Overseas Management Team, POSCO International | |||||||
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Kim, Jun-Hyung (3-3) |
November 19, 1962 |
February 2024 ~ Present |
Chief, Green Materials & Energy Business Office, POSCO HOLDINGS INC. |
1 Year | ||||
| January 2023 | Representative Director, President of POSCO FUTURE M Co., Ltd. | |||||||
| Board of Directors | January 2021 | Representative Director, President of SNNC | ||||||
| January 2019 | Head, Energy Material Department, POSCO Chemical Co., Ltd. | |||||||
| January 2018 | Representative Director, POSCO ESM | |||||||
| February 2017 | Board Member, Head of Production Division, Executive Vice President, POSCO ESM | |||||||
| February 2016 | Executive Vice President, Head of New Business Department, POSCO | |||||||
| March 2013
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Senior Vice President, Rolling Mill Sector Deputy Head, Pohang Works, POSCO | |||||||
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Kim, Ki-Soo (3-4) |
April 18, 1965 |
February 2024 ~ Present |
Head of New Experience of Technology Hub, Group CTO, Senior Executive Vice President, POSCO HOLDINGS INC. |
1 Year | ||||
| Board of Directors | January 2024 | Senior Executive Vice President, Head, Technical Research Laboratories, POSCO | ||||||
| January 2019 | Executive Vice President, Head of Low-Carbon Process R&D Center, POSCO | |||||||
| September 2016 | Senior Vice President, Head of Engineering Solution Office, POSCO | |||||||
| June 2014 | Vice President, Pohang Research Infra Group, POSCO | |||||||
| © | Agenda 4: Election of Outside Directors |
| ○ | Number of Outside Directors to be Elected: 2 Directors |
| - | Agenda from 4-1 to 4-2 is approved by the 56th Ordinary General Meeting of Shareholders as proposed. |
| Name/ Agenda |
Date of Birth | Professional Experience | Term | Name/position of the company where holding the role of directors and etc. |
||||||
| Recommended by |
Period | Details | ||||||||
|
Yoo, Young-Sook (4-1) |
May 29, 1955 |
January 2020 ~ Present |
Chairperson of the Board(non-permanent), Climate Change Center |
3 Years | Mar 2021~Mar 2024 : MACROGEN (Outside Director) |
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| Director Candidate Recommendation Committee | April 1990 ~ Present | Senior/Principal/Honorary Research Scientist, Korea Institute of Science and Technology(KIST) | ||||||||
| February 2014 ~ January 2021 2014 |
Board Member(non-permanent), Research Institute of Industrial Science & Technology Co-President, Climate Change Center |
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| June 2011 ~ March 2013 | Minister, Ministry of Environment | |||||||||
| November 2009 ~ August 2010 | Vice President, KIST | |||||||||
| 2007 ~ October 2009
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Head of Biological Science Research, KIST | |||||||||
| Kwon, Tae-Kyun (4-2) |
November 28, 1955 |
December 2015 ~ June 2021 |
Senior Advisor, Yulchon LLC.
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3 Years | July 2022~July 2025: Kumho Petrochemical (Outside Director) | |||||
| 2014 ~ 2020 | Outside Director, SAMSUNG ELECTRO-MECHANICS CO., LTD. | |||||||||
| Director Candidate Recommendation Committee | 2017 ~ 2019 | Outside Director, MIRAE ASSET DAEWOO CO., LTD. | ||||||||
| 2010 | Ambassador, Korea to the United Arab Emirates | |||||||||
| 2009 | Chief Administrator, Public Procurement Service | |||||||||
| 2008 | Head of Trade and Investment Office, Ministry of Knowledge Economy | |||||||||
| 2007 | Deputy Minister for Free Economic Zone Planning, MOFE | |||||||||
| 2006 | Commissioner, Korea Financial Intelligence Unit, MOFE | |||||||||
| 2005 | Head of International Finance Bureau, MOFE | |||||||||
| 2001 | Economic Councilor, OECD Representative | |||||||||
| 1996 | Finance and Economy Advisor, Office of the President | |||||||||
| 1992
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Country Officer, Asian Development Bank | |||||||||
| © | Agenda 5: Election of Outside Director to Serve on the Audit Committee |
| ○ | Number of Outside Director to be Elected: 1 Director |
| - | Agenda 5 is approved by the 56th Ordinary General Meeting of Shareholders as proposed. |
| Name/ Agenda |
Date of Birth | Professional Experience | Term | |||||
| Recommended by |
Period | Details | ||||||
|
Park, Sung-Wook |
January 8, 1958 | 2022 ~ Present | Chairman, National Academy of Engineering of Korea (NAEK) |
3 Years | ||||
| Director Candidate Recommendation Committee | 2015 ~ Present | Member, National Academy of Engineering of Korea (NAEK) |
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| 2019 ~ 2022 | Management Advisor and Vice Chairman, SK Hynix Inc. | |||||||
| 2016 ~ 2019 | Chairman, Korea Semiconductor Industry Association (KSIA) | |||||||
| 2013 ~ 2018 | CEO, President ~ Vice Chairman, SK Hynix Inc. | |||||||
| 2005 ~ 2013 | Senior Executive Vice President, Head of Research Institute, Hynix Semiconductor Inc. | |||||||
| 2001 ~ 2005 | Senior Vice President, Head of HSA, Hynix Semiconductor Inc. | |||||||
| 1984 ~ 2001 | Semiconductor R&D Center, Hyundai Electronics Co., Ltd
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| © | Agenda 6: Approval of Director Remuneration Limit (FY2024) |
| - | Agenda 6 is approved by the 56th Ordinary General Meeting of Shareholders as proposed. |
| ☐ | The director remuneration limit (to be approved) in the FY 2024: |
| KRW 10.0 billion |
| ☐ | The ceiling amount (approved) of the total remuneration in the FY 2023: |
| KRW 10.0 billion |
SIGNATURES
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, thereunto duly authorized.
| POSCO HOLDINGS INC. | ||||||
| (Registrant) | ||||||
| Date: March 21, 2024 | By /s/ Han, Young-Ah | |||||
| (Signature) | ||||||
| Name: | Han, Young-Ah | |||||
| Title: | Senior Vice President | |||||
Revisions contain changes in Korean terminology that does not impact the English language terminology.