Metallus (NYSE: MTUS) shareholders approve directors, EY auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Metallus Inc. reported results of its Annual Meeting of Shareholders held on April 30, 2026. Shareholders elected three Class I directors—Nicholas J. Chirekos, Randall H. Edwards, and Randall A. Wotring—to three-year terms expiring at the 2029 annual meeting.

Shareholders also ratified the selection of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 38,714,271 votes for, 260,980 against, and 17,156 abstentions. In addition, they approved, on an advisory basis, the compensation of the company’s named executive officers, with 32,457,415 votes for, 890,751 against, 72,795 abstentions, and 5,571,446 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for EY auditor: 38,714,271 votes Votes against EY auditor: 260,980 votes Say-on-pay votes for: 32,457,415 votes +2 more

5 metrics

Votes for EY auditor 38,714,271 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Votes against EY auditor 260,980 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Say-on-pay votes for 32,457,415 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 890,751 votes Advisory approval of named executive officer compensation

Broker non-votes on directors 5,571,442 votes Election of each Class I director nominee

Key Terms

broker non-votes, advisory basis, independent auditor, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 32,457,415 | 890,751 | 72,795 | 5,571,446"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent auditor financial

"ratified the selection of Ernst & Young LLP as the Company’s independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders held on April 30, 2026, shareholders elected"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/01/2026 - 04:13 PM

UNITED STATES

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 (Date of earliest event reported):	April 30, 2026

     METALLUS INC.
(Exact name of registrant as specified in its charter)




Ohio	1-36313	46-4024951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Dueber Avenue, SW, Canton, OH 44706

    

     (Address of Principal Executive Offices) (Zip Code)

    

     (330) 471-7000

    

     (Registrant's Telephone Number, Including Area Code)

    

     Not Applicable

    

     (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:


☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications 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 Shares, without par value	MTUS	New York 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

At the Annual Meeting of Shareholders held on April 30, 2026, shareholders elected to three-year terms each of the three directors nominated by the Board. The shareholders also ratified the selection of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2026 and approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results from the Annual Meeting are as follows:

Proposal 1 - Election of three directors, each to hold office for a three-year term expiring at the 2029 annual meeting


Class I Nominees	For	Withheld	Broker Non-Votes
Nicholas J. Chirekos	32,824,934	596,031	5,571,442
Randall H. Edwards	31,569,605	1,851,360	5,571,442
Randall A. Wotring	28,489,757	4,931,208	5,571,442

Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's Independent auditor for the fiscal year ending December 31, 2026


For	Against	Abstain
38,714,271	260,980	17,156

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers


For	Against	Abstain	Broker Non-Votes
32,457,415	890,751	72,795	5,571,446

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.




		METALLUS INC.

Date: May 1, 2026	By:	/s/ Kristine C. Syrvalin
		Kristine C. Syrvalin
		Executive Vice President, General Counsel and Chief Human Resources Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Metallus Inc. (MTUS) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class I directors to three-year terms expiring at the 2029 annual meeting, ratified Ernst & Young LLP as independent auditor for 2026, and approved, on an advisory basis, compensation for the company’s named executive officers, based on the disclosed vote totals.

Who was elected to the Metallus Inc. (MTUS) board at the April 30, 2026 meeting?

Shareholders elected Nicholas J. Chirekos, Randall H. Edwards, and Randall A. Wotring as Class I directors. Each will serve a three-year term ending at the 2029 annual meeting, reflecting shareholder support based on the reported for and withheld vote counts for each nominee.

How did Metallus Inc. (MTUS) shareholders vote on the 2026 auditor ratification?

Shareholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, with 38,714,271 votes for, 260,980 against, and 17,156 abstentions. This strong majority indicates broad shareholder approval for continuing the existing audit firm relationship.

What were the vote results on Metallus Inc. (MTUS) executive compensation in 2026?

On an advisory basis, shareholders approved compensation for the company’s named executive officers with 32,457,415 votes for, 890,751 against, 72,795 abstentions, and 5,571,446 broker non-votes. This advisory outcome signals overall shareholder support for the disclosed executive pay programs.

What were the detailed vote totals for Metallus Inc. (MTUS) director nominees?

For Class I directors, Nicholas J. Chirekos received 32,824,934 for and 596,031 withheld; Randall H. Edwards 31,569,605 for and 1,851,360 withheld; and Randall A. Wotring 28,489,757 for and 4,931,208 withheld, with 5,571,442 broker non-votes reported for each nominee.

Where is Metallus Inc. (MTUS) headquartered and on which exchange is it listed?

Metallus Inc. is headquartered at 1835 Dueber Avenue SW, Canton, Ohio 44706, with a listed telephone number of (330) 471-7000. Its common shares, without par value, trade on the New York Stock Exchange under the ticker symbol MTUS, as disclosed in the filing.

Filing Exhibits & Attachments

1 document