Issues Statement in Response to Ancora
United States Steel Corporation (NYSE: X) (“U. S. Steel” or the
“Company”) today issued the following statement in response to the
submission by Ancora Catalyst Institutional, LP (“Ancora”), who has
a reported 0.18% stake in the Company, of nine nominees to stand
for election to the U. S. Steel Board of Directors at the Company’s
2025 Annual Meeting of Stockholders (“2025 Annual Meeting”):
U. S. Steel has an experienced and
independent Board of Directors (the “Board”) with a proven track
record of acting in the best interests of the Company and creating
value for stockholders – as evidenced by their tireless efforts
over the past year to complete the Company’s value-maximizing
transaction with Nippon Steel and deliver $55.00 per share for its
stockholders. Our Board has taken every action to deliver value,
including running a robust strategic alternatives process, which
resulted in a 142% premium to the unaffected closing price of
$22.72 on August 11, 2023.
We remain confident that our partnership with
Nippon Steel is the best deal for American steel, American jobs,
American communities and American supply chains. With Nippon Steel,
U. S. Steel remains an American company and its headquarters will
stay in Pittsburgh, its iconic name will not change, and its
products will remain mined, melted and made in America. U. S.
Steel’s partnership with Nippon Steel is the only path that enables
the necessary know-how, technology and investments to secure the
future of U. S. Steel – including no less than $1 billion to Mon
Valley Works and approximately $300 million to Gary Works as part
of the $2.7 billion committed to invest in BLA-covered facilities.
The transaction has received overwhelming support from our
stockholders, communities and employees – including local union
leadership.
Ancora’s interests are not aligned with all U. S. Steel stockholders.
Our stockholders will not be well served by turning over control of
the Company to Ancora. We are also concerned about the motivations
behind these nominations, given Ancora’s and Alan Kestenbaum’s
recent dealings with failed bidder Cleveland-Cliffs.
The Board will present its recommendation regarding director
nominees in the Company’s proxy statement and other materials, to
be filed with the Securities and Exchange Commission and mailed to
all stockholders eligible to vote at the 2025 Annual Meeting. The
2025 Annual Meeting has not yet been scheduled and no stockholder
action is required at this time.
About U. S. Steel
Founded in 1901, U. S. Steel is a leading steel manufacturer.
With an unwavering focus on safety, the Company’s customer-centric
Best for All® strategy is advancing a more secure, sustainable
future for U. S. Steel and its stakeholders. With a renewed
emphasis on innovation, U. S. Steel serves the automotive,
construction, appliance, energy, containers, and packaging
industries with high value-added steel products. The Company also
maintains advanced iron ore production and has an annual raw
steelmaking capability of 25.4 million net tons. U. S. Steel is
headquartered in Pittsburgh, Pennsylvania, with world-class
operations across the United States and in Central Europe. For more
information, please visit: www.ussteel.com.
IMPORTANT ADDITIONAL INFORMATION REGARDING PROXY
SOLICITATION
United States Steel Corporation (the “Company”) intends to file a proxy statement and
WHITE proxy card with the Securities and Exchange Commission
(“SEC”) in connection with the
solicitation of proxies for the Company’s 2025 Annual Meeting of
Stockholders (the “Proxy Statement”
and such meeting the “2025 Annual
Meeting”). The Company, its directors and certain of its
executive officers and employees may be deemed to be participants
in the solicitation of proxies from the Company’s stockholders in
respect of the 2025 Annual Meeting. Information regarding the
directors and executive officers of the Company who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Company’s stockholders in connection with the proposed transaction,
including a description of their direct or indirect interests, by
security holdings or otherwise, in the Company, is set forth in the
Company’s proxy statement for the 2024 Annual Meeting of
Stockholders, a definitive version of which was filed with the SEC
on March 15, 2024 and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1163302/000110465924035006/tm2332710d3_def14a.htm.
Please refer to the sections captioned “Stock Ownership of
Directors and Executive Officers”, “Corporation Governance –
Director Compensation”, and “Executive Compensation Tables” in the
2024 proxy statement. To the extent holdings of such participants
in the Company’s securities have changed since the amounts
described in the 2024 proxy statement, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information can also be found in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2023, filed
with the SEC on February 2, 2024 and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1163302/000116330224000009/x-20231231.htm.
Details concerning the nominees of the Company’s Board of Directors
for election at the 2025 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR
FURNISHED TO OR TO BE FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
These documents, including the definitive Proxy Statement when
available (and any amendments or supplements thereto) and other
documents filed by the Company with the SEC, are available for no
charge at the SEC’s website (www.sec.gov). Copies of the definitive
Proxy Statement (when available) and the other documents filed with
the SEC by the Company can also be obtained, without charge, by
directing a request to United States Steel Corporation, 600 Grant
Street, Suite 1884, Pittsburgh, Pennsylvania 15219, Attention:
Corporate Secretary; telephone 412-433-1121, or from the Company’s
website www.ussteel.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains information regarding U. S. Steel
and Nippon Steel that may constitute “forward-looking statements,”
as that term is defined under the Private Securities Litigation
Reform Act of 1995 and other securities laws, that are subject to
risks and uncertainties. We intend the forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements in those sections. Generally, we have identified such
forward-looking statements by using the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “project,” “target,”
“forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,”
“may” and similar expressions or by using future dates in
connection with any discussion of, among other things, statements
expressing general views about trends, events or developments that
we expect or anticipate will occur in the future, potential changes
in the global economic environment, anticipated capital
expenditures, the construction or operation of new or existing
facilities or capabilities and the costs associated with such
matters, as well as statements regarding the proposed transaction,
including the timing of the completion of the transaction. However,
the absence of these words or similar expressions does not mean
that a statement is not forward-looking. Forward-looking statements
include all statements that are not historical facts, but instead
represent only U. S. Steel’s beliefs regarding future goals, plans
and expectations about our prospects for the future and other
events, many of which, by their nature, are inherently uncertain
and outside of U. S. Steel’s or Nippon Steel’s control and may
differ, possibly materially, from the anticipated events indicated
in these forward-looking statements. Management of U. S. Steel or
Nippon Steel, as applicable, believes that these forward-looking
statements are reasonable as of the time made. However, caution
should be taken not to place undue reliance on any such
forward-looking statements because such statements speak only as of
the date when made. In addition, forward looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from U. S. Steel’s or Nippon Steel’s
historical experience and our present expectations or projections.
Risks and uncertainties include without limitation: the ability of
the parties to consummate the proposed transaction, on a timely
basis or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement and plan of merger relating to the proposed
transaction (the “Merger Agreement”); risks arising from
transaction-related litigation, either brought by or against the
parties; the risk that the parties to the Merger Agreement may not
be able to satisfy the conditions to the proposed transaction in a
timely manner or at all; risks related to disruption of management
time from ongoing business operations due to the proposed
transaction and related litigation; certain restrictions during the
pendency of the proposed transaction that may impact U. S. Steel’s
ability to pursue certain business opportunities or strategic
transactions; the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of U. S. Steel’s common stock or Nippon Steel’s common stock or
American Depositary Receipts; the risk of any unexpected costs or
expenses resulting from the proposed transaction; the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of U. S. Steel or Nippon Steel to retain
customers and retain and hire key personnel and maintain
relationships with customers, suppliers, employees, stockholders
and other business relationships and on its operating results and
business generally; and the risk the pending proposed transaction
could distract management of U. S. Steel. U. S. Steel directs
readers to its Form 10-K for the year ended December 31, 2023 and
Quarterly Report on Form 10-Q for the quarter ended September 30,
2024, and the other documents it files with the SEC for other risks
associated with U. S. Steel’s future performance. These documents
contain and identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250126107771/en/
U. S. Steel Contacts Media Corporate
Communications T- 412-433-1300 E- media@uss.com
Kelly Sullivan / Ed Trissel Joele Frank, Wilkinson
Brimmer Katcher T- 212-355-4449
Investors Emily Chieng Investor Relations Officer
T – 412-618-9554 E – ecchieng@uss.com
US Steel (NYSE:X)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
US Steel (NYSE:X)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025