Ancora Urges U.S. Steel’s Board of Directors to Delay the 2025 Annual Meeting of Stockholders
Asserts Shareholders Need Clarity on the Longshot Litigation Over the Blocked Sale to Nippon Prior to Voting on Future Leadership
Notes a Growing Chorus of Shareholders Have Expressed Support for Delaying the Annual Meeting
Underscores That Holding This Critical Director Election While the Board Continues to Promote False Hope of Closing the Nippon Transaction Would Be an Entrenchment Maneuver
February 27, 2025
United States Steel Corporation
600 Grant Street
Attn: The Board
Dear Members of the Board,
Ancora is a growing shareholder of
As you are aware, Ancora has nominated nine highly qualified and independent candidates for election to the Board at this year’s Annual Meeting. Our slate includes industry legend Alan Kestenbaum, who is prepared to step into the Chief Executive Officer role to turn the operations of the Company around and produce tangible value for
Shareholders have an extremely important decision to make regarding the future of the Company at this year’s Annual Meeting. Prior to casting their vote, shareholders deserve to know the outcome of the Company’s “Hail Mary” litigation in order to make a fully informed decision. It would be entirely unfair, and we believe a breach of your fiduciary duties, to hold the Annual Meeting during a period of self-manufactured uncertainty pertaining to the deal.
Based on our views and feedback received from a growing chorus of shareholders, we urge the Board to immediately commit to designating a date for this year’s Annual Meeting that is at least 45 days following the June 18th outside date for unwinding the merger agreement.
Seeking to hold the Annual Meeting during this period of extraordinary uncertainty while pursuing a blocked deal in defiance of a former president’s executive order and a current president’s stated opposition would represent a self-serving entrenchment tactic. We hope you will make the right decision to delay the Annual Meeting. Doing so is permissible under Delaware Law and is warranted and appropriate here given the critical mitigating circumstances.
We encourage fellow shareholders to make their views known that delaying the Annual Meeting is necessary.
Regards,
Fredrick D. DiSanto Chairman and Chief Executive Officer Ancora Holdings Group, LLC |
James Chadwick President Ancora Alternatives LLC |
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ancora Catalyst Institutional, LP (“Ancora Catalyst Institutional”), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Ancora Catalyst Institutional’s slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of United States Steel Corporation, a
ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the anticipated proxy solicitation are expected to be Ancora Catalyst Institutional, Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora Catalyst, LP (“Ancora Catalyst”), Ancora Merlin Institutional, LP (“Ancora Merlin Institutional”), Ancora Merlin, LP (“Ancora Merlin”), Ancora Alternatives LLC, (“Ancora Alternatives”), Ancora Holdings Group, LLC (“Ancora Holdings”), Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher, Jr., Dr. James K. Hayes, Alan Kestenbaum, Roger K.
As of the date hereof, Ancora Catalyst Institutional directly beneficially owns 121,589 shares of common stock, par value
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Longacre Square Partners LLC
Greg Marose / Ashley Areopagita, 646-386-0091
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Saratoga Proxy Consulting LLC
John
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Source: Ancora Holdings Group, LLC