Ryerson holders back incentive plan and charter
Ryerson Holding Corporation reported results of its April 30, 2026 annual meeting.
Rhea-AI Filing Summary
Ryerson Holding Corporation reported results of its April 30, 2026 annual meeting. Stockholders approved the Third Amended and Restated 2014 Omnibus Incentive Plan, adding 1,500,000 shares of common stock to the shares reserved for awards and extending the plan’s expiration to April 29, 2036. They also approved an amendment to the certificate of incorporation to provide for officer exculpation in certain circumstances permitted by Delaware law, re‑elected three Class III directors, ratified KPMG LLP as independent auditor for 2026, and approved the non‑binding say‑on‑pay resolution. Director Kirk K. Calhoun did not stand for re‑election and ceased serving on the Board.
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8-K Event Classification
4 items: 5.02, 5.03, 5.07, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Incentive plan share increase: 1,500,000 shares
Plan expiration date: April 29, 2036
Auditor ratification votes for: 48,197,166.60 votes
+4 more
7 metrics
Incentive plan share increase
1,500,000 shares
Additional common shares reserved under Third Amended and Restated 2014 Omnibus Incentive Plan
Plan expiration date
April 29, 2036
New expiration of Ryerson omnibus incentive plan
Auditor ratification votes for
48,197,166.60 votes
Votes for ratifying KPMG LLP as 2026 auditor
Incentive plan approval votes for
31,049,818.60 votes
Votes for Third Amended and Restated 2014 Omnibus Incentive Plan
Officer exculpation approval votes for
38,925,844.60 votes
Votes for charter amendment providing officer exculpation
Say-on-pay approval votes for
29,296,410.60 votes
Votes for non-binding executive compensation resolution
Broker non-votes on proposals
2,677,333.00 votes
Broker non-votes recorded on several shareholder proposals
Key Terms
Third Amended and Restated 2014 Omnibus Incentive Plan, incentive stock options, officer exculpation, independent registered public accounting firm, +2 more
6 terms
Third Amended and Restated 2014 Omnibus Incentive Plan financial
"approved the Ryerson Holding Corporation Third Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”)"
incentive stock options financial
"increased the number of shares of Common Stock available for grant pursuant to incentive stock options"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
officer exculpation regulatory
"to provide for the exculpation of certain of the Company’s officers in specific circumstances"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
independent registered public accounting firm regulatory
"Ratification of the appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"For Against Abstain Broker Non-Votes 31,049,818.60 14,482,704.00 59,928.00 2,677,333.00"
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.
say-on-pay vote financial
"The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers ... (“say-on-pay” vote)."
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What incentive plan change did Ryerson (RYI) stockholders approve?
Stockholders approved the Third Amended and Restated 2014 Omnibus Incentive Plan, adding 1,500,000 shares of common stock to the pool reserved for awards and extending the plan’s expiration to April 29, 2036, supporting continued equity-based compensation flexibility.
What charter amendment for officer exculpation did Ryerson (RYI) adopt?
Shareholders approved amending and restating the certificate of incorporation to provide for officer exculpation in certain circumstances permitted by Delaware law. The Amended and Restated Charter was filed on May 5, 2026 and became effective that same date.
Did any Ryerson (RYI) directors leave the Board following the 2026 meeting?
Yes. Kirk K. Calhoun was not nominated for re-election at the 2026 annual meeting and, effective April 30, 2026, ceased to serve as a director. Other named directors continued in office after the meeting.
Which Ryerson (RYI) directors were elected at the 2026 annual meeting?
Stockholders elected Class III directors Jacob Kotzubei, Edward J. Lehner, and Philip E. Norment. Vote totals included 45,257,336.60 votes for Norment, 45,065,686.60 for Lehner, and 37,225,663.60 for Kotzubei, with additional withheld and broker non-vote amounts recorded.
AI-generated analysis. How Rhea-AI works. Not financial advice.
