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  4. [8-K] Ryerson Holding Corp Reports Material Event

Ryerson (NYSE: RYI) adds 1.5M plan shares, OKs officer exculpation

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

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.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
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
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"
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)."
Understanding 8-K Material Events →
Ryerson Holding Corp false 0001481582 --12-31 0001481582 2026-04-30 2026-04-30
 
 

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

 

 

Ryerson Holding Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-34735   26-1251524
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

227 W. Monroe St.

27th Floor

    
Chicago, Illinois     60606
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 292-5000

 

(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 Stock, $0.01 par value, 100,000,000 shares authorized   RYZ   The 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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 30, 2026, the stockholders of Ryerson Holding Corporation (the “Company”) approved the Ryerson Holding Corporation Third Amended and Restated 2014 Omnibus Incentive Plan (the “Plan”), which, among other things, (i) increased the number of shares of common stock, par value $0.01 per share (“Common Stock”), reserved for issuance under the Plan by 1,500,000 shares, (ii) increased the number of shares of Common Stock available for grant pursuant to incentive stock options by an equivalent amount, and (iii) extended the expiration date of the Plan to April 29, 2036, the day immediately before the tenth (10th) anniversary of the date on which the Board of Directors of the Company (the “Board”) approved the Plan. The details of the Plan are described in greater detail in the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”), under the caption “Approval of the Third Amended and Restated Ryerson Holding Corporation 2014 Omnibus Incentive Plan,” which disclosure is incorporated herein by reference. The description of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Kirk K. Calhoun was not nominated for re-election to the Board at the Annual Meeting, and effective as of April 30, 2026, he ceased to serve as a director of the Company.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07, below, on April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.

The Amended and Restated Charter was filed with the Secretary of State of the State of Delaware on May 5, 2026 and was effective as of such date. The foregoing description of the Amended and Restated Charter is qualified in its entirety by the complete text of the Amended and Restated Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference in its entirety into this Item 5.03.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 30, 2026, the Company held the Annual Meeting. Following are the results of the matters voted on by shareholders at the Annual Meeting.

PROPOSAL 1: Election of Class III Directors

 

Name

    For      Withheld/
Abstain		      Broker
Non-Votes		  

Jacob Kotzubei

      37,225,663.60        8,366,787.00        2,677,333.00  

Edward J. Lehner

      45,065,686.60        526,764.00        2,677,333.00  

Philip E. Norment

      45,257,336.60        335,114.00        2,677,333.00  

The following directors continued in office after the Annual Meeting: Court D. Carruthers, Bruce T. Crawford, Michelle Kumbier, Karen M. Leggio, Richard T. Marabito, Peter J. Scott, Michael D. Siegal and Richard P. Stovsky.

PROPOSAL 2: Ratification of the appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026.

 

For

  

Against

  

Abstain

48,197,166.60   36,093.00   36,524.00

PROPOSAL 3: Approval of the Third Amended and Restated 2014 Omnibus Incentive Plan;

 

For

  

Against

  

Abstain

  

Broker Non-Votes

31,049,818.60   14,482,704.00   59,928.00   2,677,333.00

PROPOSAL 4: Approval of the amendment to our amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware Law;

 

For

  

Against

  

Abstain

  

Broker Non-Votes

38,925,844.60   6,634,381.00   32,225.00   2,677,333.00

PROPOSAL 5: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote).

 

For

  

Against

  

Abstain

  

Broker Non-Votes

29,296,410.60   16,223,624.00   72,416.00   2,677,333.00

 

Item 9.01

Financial Statements and Exhibits.

d) Exhibits

The following exhibits are being furnished or filed, as applicable, with this Current Report on Form 8-K:

 

Exhibit
Number

   

Exhibit Title or Description

 3.1    Amended and Restated Certificate of Incorporation of Ryerson Holding Corporation.
10.1    Ryerson Holding Corporation Third Amended and Restated 2014 Omnibus Incentive Plan.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

    RYERSON HOLDING CORPORATION
Date: May 6, 2026     By:  

/s/ James. J. Claussen

      Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

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.

How did Ryerson (RYI) shareholders vote on the omnibus incentive plan?

Shareholders approved the Third Amended and Restated 2014 Omnibus Incentive Plan with 31,049,818.60 votes for, 14,482,704.00 against, 59,928.00 abstentions, and 2,677,333.00 broker non-votes, indicating majority support despite a notable opposing vote block.

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.

Were Ryerson (RYI) executive compensation practices approved by shareholders?

Yes. The non-binding say-on-pay resolution on named executive officer compensation received 29,296,410.60 votes for, 16,223,624.00 against, 72,416.00 abstentions, and 2,677,333.00 broker non-votes, reflecting shareholder endorsement of the disclosed pay programs.

Which auditors did Ryerson (RYI) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as Ryerson’s independent registered public accounting firm for 2026 with 48,197,166.60 votes for, 36,093.00 against, and 36,524.00 abstentions, signaling strong support for continuing with the same audit firm.

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.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

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