SunCoke Energy (NYSE: SXC) holders back directors, pay and auditor

Rhea-AI Filing Summary

SunCoke Energy, Inc. held its 2026 Virtual Annual Meeting of Stockholders on May 14, 2026, with 74,684,341 shares represented, about 88.03% of outstanding shares, establishing a quorum. Stockholders elected directors Martha Z. Carnes and Katherine T. Gates to terms expiring in 2029.

Executive compensation received strong advisory support, with 63,401,240 votes for and 2,219,465 against, and there were 8,915,748 broker non-votes. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, by 73,985,293 votes for and 514,264 against.

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

Shares represented: 74,684,341 shares Participation rate: 88.03% Votes for Carnes: 55,513,458 votes +4 more

7 metrics

Shares represented 74,684,341 shares Common stock present at 2026 Virtual Annual Meeting

Participation rate 88.03% Percentage of total outstanding shares represented at meeting

Votes for Carnes 55,513,458 votes FOR votes for director nominee Martha Z. Carnes

Votes for Gates 64,725,823 votes FOR votes for director nominee Katherine T. Gates

Say-on-pay support 63,401,240 votes FOR votes on non-binding advisory executive compensation proposal

Auditor ratification votes 73,985,293 votes FOR votes to ratify KPMG LLP for fiscal year 2026

Broker non-votes 8,915,748 shares Broker non-votes on director elections and say-on-pay

Key Terms

Virtual Annual Meeting, broker non-votes, non-binding advisory vote, independent registered public accounting firm, +1 more

5 terms

Virtual Annual Meeting financial

"The 2026 Virtual Annual Meeting of Stockholders (the “Virtual Annual Meeting”) of SunCoke Energy, Inc."

broker non-votes financial

"Number of broker non-votes: 8,915,748"

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.

non-binding advisory vote financial

"On the matter of the non-binding advisory vote to approve the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

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.

quorum financial

"which constituted a quorum, were present in person or by proxy"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

0001514705FALSE00015147052026-05-142026-05-14

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

May 14, 2026

Date of Report (date of earliest event reported)

___________________________________

SunCoke Energy, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State of Incorporation)			001-35243 (Commission File Number)			90-0640593 (IRS Employer Identification Number)
1011 Warrenville Road, Suite 600
Lisle,			IL			60532
(Address of principal executive offices and zip code)

(630)			824-1000
(Registrant's telephone number, including area code)

___________________________________

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			Name of each exchange on which registered
Common stock, par value $0.01			SXC			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.

The 2026 Virtual Annual Meeting of Stockholders (the “Virtual Annual Meeting”) of SunCoke Energy, Inc. (the “Company”) was held on May 14, 2026. At the Virtual Annual Meeting, stockholders holding and entitled to vote 74,684,341 shares of common stock of the Company, or approximately 88.03% of the total outstanding shares of the Company’s common stock on the record date for the Virtual Annual Meeting, which constituted a quorum, were present in person or by proxy. At the Virtual Annual Meeting, the Company’s stockholders voted on the following matters:

1.On the matter of the election of two directors, Martha Z. Carnes and Katherine T. Gates, to the class of directors whose term expires in 2029, the vote was as follows:

Nominee						Votes "FOR"						Votes "AGAINST"						No. of Shares Abstaining
Martha Z. Carnes						55,513,458						10,143,066						112,069
Katherine T. Gates						64,725,823						932,187						110,583

Number of broker non-votes: 8,915,748

2. On the matter of the non-binding advisory vote to approve the compensation of the Company’s named executive officers, the vote was as follows:

Votes "FOR"						Votes "AGAINST"						No. of Shares Abstaining
63,401,240						2,219,465						147,888

Number of broker non-votes: 8,915,748

3. On the matter of the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, the vote was as follows:

Votes "FOR"						Votes "AGAINST"						No. of Shares Abstaining
73,985,293						514,264						184,784

There were no broker non-votes with respect to this matter.

The results reported above are final voting results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 19th day of May, 2026.

SUNCOKE ENERGY, INC.
By:			/s/ John J. DiRocco, Jr.
Name:			John J. DiRocco, Jr.
Title:			Vice President, Deputy General Counsel and     Corporate Secretary

FAQ

What did SunCoke Energy (SXC) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, an advisory say-on-pay proposal, and ratification of KPMG LLP. Two directors were elected for terms expiring in 2029, executive compensation received advisory approval, and KPMG was ratified as independent registered public accounting firm for the 2026 fiscal year.

How many SunCoke Energy (SXC) shares were represented at the 2026 annual meeting?

A total of 74,684,341 shares of common stock were represented, about 88.03% of outstanding shares on the record date. This level of participation constituted a quorum, allowing all agenda items to be considered and the reported voting results to be deemed final.

Were SunCoke Energy (SXC) directors re-elected at the 2026 virtual annual meeting?

Yes. Martha Z. Carnes received 55,513,458 votes for and 10,143,066 against, while Katherine T. Gates received 64,725,823 votes for and 932,187 against. Both were elected to the class of directors whose terms expire in 2029, with additional broker non-votes recorded.

How did SunCoke Energy (SXC) stockholders vote on executive compensation in 2026?

Stockholders gave advisory approval to named executive officer compensation, with 63,401,240 votes for, 2,219,465 against, and 147,888 abstentions. There were also 8,915,748 broker non-votes on this say-on-pay item, but the proposal still received clear majority support among votes cast.

Did SunCoke Energy (SXC) ratify its auditor for fiscal 2026?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 73,985,293 shares for, 514,264 against, and 184,784 abstaining, with no broker non-votes reported on this auditor ratification proposal.

What are broker non-votes in the SunCoke Energy (SXC) 2026 meeting results?

Broker non-votes arise when brokers hold shares in street name but lack instructions to vote on certain proposals. For the 2026 director elections and say-on-pay proposal, there were 8,915,748 broker non-votes, while there were none on the auditor ratification item.

Filing Exhibits & Attachments

3 documents

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