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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 25, 2025 (June 18, 2025)
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
1-16811 |
|
25-1897152 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices,
and Zip Code)
(412) 433-1121
Registrant’s Telephone Number,
Including Area Code
(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 (see General Instruction
A.2. below):
| |
¨ |
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communication 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 |
X |
New York Stock Exchange
|
| Common Stock |
X |
Chicago 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Introductory Note
As previously disclosed, on
June 18, 2025, United States Steel Corporation, a Delaware corporation (the “Company”), completed the transaction contemplated
by the terms of the previously announced Agreement and Plan of Merger, dated December 18, 2023 (the “Agreement”), by
and among the Company, Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“2023 Sub”), and, solely as provided in Section
9.13 thereof, Nippon Steel Corporation, a Japanese corporation (“Guarantor”). Pursuant to the Agreement, 2023 Sub merged
with and into the Company (the “Transaction”), with the Company surviving the merger as the surviving corporation and
a subsidiary of Parent.
Also as previously disclosed,
on June 13, 2025, the Company entered into a National Security Agreement (the “NSA”), among Guarantor, Parent, the
Company and the U.S. Government, represented by the U.S. Department of the Treasury and the U.S. Department of Commerce. The NSA provides
that, subject to receipt of certain regulatory approvals, the Company will issue one share of Class G Preferred Stock (the “Golden
Share”) to the U.S. Government. Pursuant to the NSA, and through its ownership of the Golden Share, the U.S. Government will
have certain rights with respect to U. S. Steel, including relating to governance, domestic production and trade matters.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Directors
Immediately prior to, and
effective as of, the effective time of the Transaction (the “Effective Time”), in connection with the consummation
of the Transaction, each member of the Board of Directors of the Company (the “Board”) was removed from and ceased
serving on the Board by operation of the Agreement. The members of the Board immediately prior to the Effective Time were Tracy A. Atkinson,
Andrea J. Ayers, David B. Burritt, Alicia J. Davis, Terry L. Dunlap, John J. Engel, Murry S. Gerber, Paul A. Mascarenas, Michael H. McGarry
and David S. Sutherland.
Pursuant to the terms of the
Agreement, the sole director of 2023 Sub immediately prior to the Effective Time became the sole director of the Company effective as
of the Effective Time. Immediately following the Effective Time, Takahiro Mori, Naoki Sato and David B. Burritt were elected as directors
of the Company, and, as a result, Hiroshi Ono, Takahiro Mori, Naoki Sato and David B. Burritt became the sole directors of the Company,
effective as of immediately following the Effective Time. As promptly as practicable, the Board will be reconstituted in accordance with
the NSA, which will include the appointment of Independent U.S. Directors and, subject to receipt of certain regulatory approvals, the
Class G Director (each as defined in the NSA).
Officers
Immediately prior to, and
effective as of, the Effective Time, in connection with the consummation of the Transaction, each officer of the Company was removed from
such position by operation of the Agreement. Pursuant to the terms of the Agreement, the officers of 2023 Sub immediately prior to the
Effective Time became the officers of the Company effective as of the Effective Time. Immediately following the Effective Time, these
officers were removed and the Board elected David B. Burritt as President and Chief Executive Officer, James Edward Bruno as Executive
Vice President, Business Development; President, U. S. Steel Kosice, s.r.o., Scott D. Buckiso as Executive Vice President and Chief Manufacturing
Officer – North American Flat-Rolled, Daniel R. Brown as Executive Vice President – Advanced Technology Steelmaking; Chief
Operating Officer, Big River Steel LLC and Kevin Lewis as Executive Vice President and Chief Financial Officer and Tubular Solutions,
in each case, to hold such offices until his respective successors are elected and qualified or until his earlier resignation or removal.
In connection with being elected as officers of the Company, certain officers have or may enter into individual agreements with the Company.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| |
|
| 2.1* |
|
Agreement and Plan of Merger, dated as of December 18, 2023, by and among the Company, Parent, 2023 Sub and Guarantor (solely as provided in Section 9.13 therein) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on December 18, 2023) |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment
pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
SIGNATURES
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.
Date: June 25, 2025
| UNITED STATES STEEL CORPORATION |
|
| |
|
| By: |
/s/ Scotland M. Duncan |
|
| Name: |
Scotland M. Duncan |
|
| Title: |
Senior Vice President, General Counsel and Secretary |
|
