Form 8-K Proxy Vote Results 2015


 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8‑K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT - May 28, 2015
(Date of Earliest Event Reported)
AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission File No. 1-13696

Delaware
 
31-1401455
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
9227 Centre Pointe Drive
West Chester, OH
 
45069
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (513) 425-5000
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):
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q
Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 28, 2015, the Company held its 2015 Annual Meeting of Stockholders. Each proposal subject to a vote at the 2015 Annual Meeting was described in detail in the Company’s 2015 Proxy Statement. With respect to each of the proposals the Company’s stockholders voted as indicated below.


1.
Election of Directors (Proposal No. 1): Stockholders re-elected each of the following Directors:

 
For
Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Richard A. Abdoo
62,418,070
1,363,423
454,522
75,281,915
John S. Brinzo
62,391,090
1,385,447
459,477
75,281,915
Dennis C. Cuneo
62,840,307
940,394
455,314
75,281,915
Sheri H. Edison
62,847,441
928,398
460,176
75,281,915
Mark G. Essig
62,831,504
950,280
454,231
75,281,915
William K. Gerber
62,875,387
909,042
451,586
75,281,915
Robert H. Jenkins
62,765,765
1,008,520
461,729
75,281,915
Ralph S. Michael, III
62,480,599
1,296,196
459,220
75,281,915
Dr. James A. Thomson
62,830,612
956,001
449,402
75,281,915
James L. Wainscott
62,393,272
1,383,761
458,982
75,281,915
Vicente Wright
62,889,395
886,246
460,374
75,281,915


2.
Ratification of independent registered public accounting firm (Proposal No. 2): Stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.

For
Against
Abstentions
136,346,409
2,320,275
851,246


3.
Advisory vote on Named Executive Officer compensation (Proposal No. 3): Stockholders approved the resolution to approve the compensation of the Named Executive Officers.

For
Against
Abstentions
Broker Non-Votes
59,724,050
3,958,037
553,927
75,281,915


4.
Re-approval of the material terms of the performance goals under the Company’s Long-Term Performance Plan (Proposal No. 4): Stockholders re-approved the material terms of the performance goals under the Company’s Long-Term Performance Plan.

For
Against
Abstentions
Broker Non-Votes
61,893,985
1,859,355
482,675
75,281,915





5.
Re-approval of the material terms of the performance goals under the Company’s Stock Incentive Plan (Proposal No. 5): Stockholders re-approved the material terms of the performance goals under the Company’s Stock Incentive Plan.

For
Against
Abstentions
Broker Non-Votes
61,517,670
2,170,075
548,269
75,281,915









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 hereunto duly authorized.




 
AK STEEL HOLDING CORPORATION
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph C. Alter
 
 
 
Joseph C. Alter
 
 
 
Corporate Secretary
 
 
 
 
 
 
 
 
 
Dated: May 29, 2015