Ancora and Proposed CEO Alan Kestenbaum to
Hold Investor Call and Q&A Session Tomorrow, February 19th, at
10:00 a.m. Eastern – Register at
https://bit.ly/AncoraXInvestorWebinar
Pursuant to Section 220 of Delaware Law,
Ancora has Submitted a Books and Records Request Related to Issues
That Include U.S. Steel’s Futile, Wasteful Efforts to Revive the
Dead Sale to Nippon
Ancora Holdings Group, LLC (collectively with its affiliates,
“Ancora” or “we”), a shareholder of United States Steel Corporation
(NYSE: X) (“U.S. Steel” or the “Company”), today announced it will
host a live investor conference call entitled, “A U.S. Solution for
U.S. Steel.” The call will be hosted by James Chadwick, President
of Ancora Alternatives LLC, and Alan Kestenbaum, CEO candidate and
the architect of the legendary turnaround of Stelco Holdings Inc.
(formerly TSX: STLC), who will provide analysis and take questions.
The call takes place tomorrow, February 19th, at 10:00 a.m.
Eastern. Register and join at
https://bit.ly/AncoraXInvestorWebinar.
As a reminder, Ancora recently nominated nine highly qualified,
independent candidates for election to U.S. Steel’s Board of
Directors (the “Board”) at the 2025 Annual Meeting of Stockholders
(the “Annual Meeting”). In connection with its campaign, the firm
has independently submitted a books and records request letter to
U.S. Steel’s Board, pursuant to Section 220 of the Delaware General
Corporation Law. The letter seeks to help Ancora achieve the
following:
- Investigate whether U.S. Steel’s Board and management breached
their fiduciary duties by, among other things, wasting corporate
resources and carrying out a potentially disloyal pursuit of the
seemingly dead transaction with Nippon Steel Corporation.
- Investigate potential wrongdoing with respect to insider
trading on the part of insiders, including CEO David Burritt,
around the time in which U.S. Steel was assessing transaction
options in 2023. Ancora has never before seen an executive put in
place a 10b5-1 plan, with trigger prices in the neighborhood of
subsequently submitted bids, during what appears to have been a
fluid review of strategic options.
- Investigate whether the Board is violating its duty of loyalty
by taking actions to improperly entrench itself ahead of the Annual
Meeting.
- Assess whether to take action in response to the results of the
investigation, including potential litigation against U.S. Steel
and Mr. Burritt, amongst others.
- Enhance communication with other shareholders regarding
relevant matters, so that other shareholders may effectively
address any mismanagement, improper conduct or breach of fiduciary
duties.
A copy of the letter can be found at
www.MakeUSSteelGreatAgain.com.
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. Ancora
Alternatives is the alternative asset management division of Ancora
Holdings Group, investing across three primary strategies:
activism, multi-strategy and commodities. For more information
about Ancora Alternatives, please visit
https://www.ancoraalts.com/.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Ancora Catalyst Institutional, LP (“Ancora Catalyst
Institutional”), together with the other participants named herein,
intend to file a preliminary proxy statement and accompanying
universal proxy card with the Securities and Exchange Commission
(“SEC”) to be used to solicit votes for the election of Ancora
Catalyst Institutional’s slate of highly-qualified director
nominees at the 2025 annual meeting of stockholders of United
States Steel Corporation, a Delaware corporation (the
“Company”).
ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL
BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the anticipated proxy solicitation are
expected to be Ancora Catalyst Institutional, Ancora Bellator Fund,
LP (“Ancora Bellator”), Ancora Catalyst, LP (“Ancora Catalyst”),
Ancora Merlin Institutional, LP (“Ancora Merlin Institutional”),
Ancora Merlin, LP (“Ancora Merlin”), Ancora Alternatives LLC,
(“Ancora Alternatives”), Ancora Holdings Group, LLC (“Ancora
Holdings”), Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher,
Jr., Dr. James K. Hayes, Alan Kestenbaum, Roger K. Newport, Shelley
Y. Simms, Peter T. Thomas, and David J. Urban.
As of the date hereof, Ancora Catalyst Institutional directly
beneficially owns 121,589 shares of common stock, par value $1.00
per share (the “Common Stock”), of the Company, 100 shares of which
are held in record name. As of the date hereof, Ancora Bellator
directly beneficially owns 62,384 shares of Common Stock. As of the
date hereof, Ancora Catalyst directly beneficially owns 12,831
shares of Common Stock. As of the date hereof, Ancora Merlin
Institutional directly beneficially owns 123,075 shares of Common
Stock. As of the date hereof, Ancora Merlin directly beneficially
owns 11,165 shares of Common Stock. As the investment advisor and
general partner to each of Ancora Catalyst Institutional, Ancora
Bellator, Ancora Catalyst, Ancora Merlin Institutional, Ancora
Merlin and certain separately managed accounts (the “Ancora
Alternatives SMAs”), Ancora Alternatives may be deemed to
beneficially own the 121,589 shares of Common Stock beneficially
owned directly by Ancora Catalyst Institutional, 12,831 shares of
Common Stock beneficially owned directly by Ancora Catalyst, 62,384
shares of Common Stock beneficially owned directly by Ancora
Bellator, 123,075 shares of Common Stock beneficially owned
directly by Ancora Merlin Institutional, 11,165 shares of Common
Stock beneficially owned directly by Ancora Merlin and 137,453
shares of Common Stock held in the Ancora Alternatives SMAs. As the
sole member of Ancora Alternatives, Ancora Holdings may be deemed
to beneficially own the 121,589 shares of Common Stock beneficially
owned directly by Ancora Catalyst Institutional, 12,831 shares of
Common Stock owned directly by Ancora Catalyst, 62,384 shares of
Common Stock beneficially owned directly by Ancora Bellator,
123,075 shares of Common Stock beneficially owned directly by
Ancora Merlin Institutional, 11,165 shares of Common Stock
beneficially owned directly by Ancora Merlin, and 137,453 shares of
Common Stock held in the Ancora Alternatives SMAs. As the Chairman
and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be
deemed to beneficially own the 121,589 shares of Common Stock
beneficially owned directly by Ancora Catalyst Institutional,
12,831 shares of Common Stock owned directly by Ancora Catalyst,
62,384 shares of Common Stock beneficially owned directly by Ancora
Bellator, 123,075 shares of Common Stock beneficially owned
directly by Ancora Merlin Institutional, 11,165 shares of Common
Stock beneficially owned directly by Ancora Merlin, and 137,453
shares of Common Stock held in the Ancora Alternatives SMAs. As of
the date hereof, Messrs. Boychuk, Fisher, Kestenbaum, Newport,
Thomas, and Urban, Dr. Hayes and Ms. Simms do not beneficially own
any shares of Common Stock.
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version on businesswire.com: https://www.businesswire.com/news/home/20250218690331/en/
Longacre Square Partners LLC Greg Marose / Ashley Areopagita,
646-386-0091 gmarose@longacresquare.com /
aareopagita@longacresquare.com
Saratoga Proxy Consulting LLC John Ferguson / Joseph Mills,
212-257-1311 info@saratogaproxy.com
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