Governance changes on POSCO Holdings (PKX) 2026 shareholder meeting agenda

Rhea-AI Filing Summary

POSCO HOLDINGS INC. outlines plans for its 58th Ordinary General Meeting of Shareholders, scheduled for March 24, 2026, and launches a proxy solicitation to help secure a quorum.

Shareholders will vote on approval of financial statements, multiple amendments to the Articles of Incorporation, and a broad slate of director appointments, including inside, non-standing, and outside directors, one of whom will serve on the audit committee. Proposals also cover introducing electronic shareholder meetings, changing director titles, adjusting audit committee structures and voting rules, and setting an overall limit on director remuneration. Sodali & Co Korea is engaged to handle proxy solicitation for foreign institutional shareholders.

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Form 6-K: How Foreign Companies Report to the SEC →

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 February, 2026

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 ☐

Summary of Proxy Solicitation

1. Overall information about Proxy Solicitation
1)   Recommender		POSCO HOLDINGS INC.		2)  Relationship with the company		The company itself
3)   Date of public notice of the General Meeting of Shareholders		February 19, 2026		4)  Date of Shareholder’s Meeting		March 24, 2026
5)   Start date of Solicitation		February 24, 2026		6)  Consignment of Solicitation		Applicable
2.   Purpose of Proxy Solicitation
1)   Purpose		Smooth progress of the 58th Ordinary General Meeting of Shareholders and securing a quorum of resolutions.
2)   Electronic mandate letter		Not applicable
3.   Purpose of the 58th Ordinary General Meeting of Shareholders
☐ Agenda 1 : Approval of Financial Statements for the 58th FY ☐ Agenda 2: Partial Amendments of the Articles of Incorporation - 2-1 : Title Change to Independent Director - 2-2 : Increase Audit Committee Members to be Separately Appointed - 2-3 : Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members - 2-4 : Introduce Electronic General Shareholder Meeting - 2-5 : Delete Provision Regarding Separate Cumulative Voting ☐ Agenda 3: Appointment of Inside Director - 3-1 : Appointment of LEE, Ju Tae as Inside Director - 3-2 : Appointment of KIM, Ki Soo as Inside Director - 3-3 : Appointment of CHUNG, Seok Mo as Inside Director ☐ Agenda 4: Appointment of LEE, Hee Geun as Non-Standing Director ☐ Agenda 5: Appointment of KIM, Joo Youn as Outside Director ☐ Agenda 6: Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee ☐ Agenda 7: Approval of Director Remuneration Limit

4.   Information about Agent of Proxy Solicitation
Name of the Company		Representative		Location		Scope of Consignment		Contact Information
Sodali & Co Korea		Christopher Nordquist		37th Floor. 517, Yeongdong-daero, Gangnam-gu, Seoul, Korea (06164)		For foreign institutional shareholders		+82-2-6001-3336 (Stanley Chung)

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: February 19, 2026				By		/s/ Han, Young Ah
						(Signature)
						Name: Han, Young Ah
						Title: Executive Vice President

FAQ

What is the main purpose of POSCO Holdings (PKX) Form 6-K filing?

The filing describes POSCO Holdings’ proxy solicitation for its 58th Ordinary General Meeting of Shareholders. It explains how the company will gather votes, outlines meeting logistics, and details the agenda items to be decided by shareholders, including governance changes and director elections.

When will POSCO Holdings (PKX) hold its 58th Ordinary General Meeting of Shareholders?

The 58th Ordinary General Meeting of Shareholders is scheduled for March 24, 2026. The public notice of the meeting was dated February 19, 2026, and proxy solicitation is set to begin on February 24, 2026, to help secure a quorum for resolutions.

What key governance changes are proposed by POSCO Holdings (PKX) at the 2026 meeting?

Proposals include amending the Articles of Incorporation to rename independent directors, increase separately appointed audit committee members, expand voting restrictions on audit committee appointments and dismissals, introduce electronic shareholder meetings, and delete a provision on separate cumulative voting in director elections.

Which director appointments will POSCO Holdings (PKX) shareholders vote on?

Shareholders will vote on several director appointments: three inside directors (LEE Ju Tae, KIM Ki Soo, CHUNG Seok Mo), one non-standing director (LEE Hee Geun), and two outside directors (KIM Joo Youn and KIM Joon Gi), with KIM Joon Gi designated to serve on the audit committee.

How is POSCO Holdings (PKX) handling proxy solicitation for the 2026 shareholder meeting?

POSCO Holdings is conducting a proxy solicitation to ensure smooth meeting progress and quorum. It has consigned part of this work to Sodali & Co Korea, which will focus on foreign institutional shareholders and provides contact details for related proxy questions.

Will POSCO Holdings (PKX) introduce electronic shareholder meetings?

One agenda item proposes introducing an electronic general shareholder meeting. This change would be implemented through a partial amendment to the Articles of Incorporation, allowing shareholders to participate electronically if the proposal is approved at the 58th Ordinary General Meeting.