Posco Holdings Inc 6-K, filed Jan 28, 2022
Posco Holdings Inc. (PKX)
About this 6-K
Posco Holdings Inc filed this 6-K on January 28, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2022
Commission File Number: 1-13368
POSCO
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Decision on Disposal of Treasury Stock
| 1. Number of shares to be disposed of | Common stock | 232,440 | ||||||||
|
Different classes of stocks |
— | |||||||||
| 2. Disposal price of shares (KRW) | Common stock | 286,000 | ||||||||
|
Different classes of stocks |
— | |||||||||
| 3. Estimated disposal amount (KRW) | Common stock | 66,477,840,000 | ||||||||
|
Different classes of stocks |
— | |||||||||
| 4. Scheduled disposal period | Start date | 2022-02-25 | ||||||||
|
End date |
2022-02-25 | |||||||||
| 5. Purpose of disposal | Contribution of treasury shares to the employee stock ownership association | |||||||||
| 6. Disposal method | Disposal in exchange (shrs.) | — | ||||||||
|
Off-hours block trading (shrs.) |
— | |||||||||
|
Disposal in OTC (shrs.) |
232,440 | |||||||||
|
Others (shrs.) |
— | |||||||||
| 7. Entrusted brokerage company | — | |||||||||
| 8. Treasury stock holdings before disposal | Acquisition within profits available for dividends (shrs.) | Common stock | 11,561,263 | Ratio(%) | 13.3 | |||||
|
Different classes of stocks |
— | Ratio(%) | — | |||||||
| Acquisition for other reasons (shrs.) |
Common stock |
— | Ratio(%) | — | ||||||
|
Different classes of stocks |
— | Ratio(%) | — | |||||||
| 9. Date of board resolution (decision date) | 2022-01-28 | |||||||||
| - Attendance of outside directors | Present (No.) | 7 | ||||||||
|
Absent (No.) |
0 | |||||||||
| - Attendance of auditors (members of Audit Committee who are not outside directors) | Attended | |||||||||
| 10. Limit of buying order per day | Common stock | — | ||||||||
|
Different classes of stocks |
— | |||||||||
| 11. Other matters to be factored into investment decisions | - This decision to dispose of treasury stock is to contribute to the employee stock ownership association, and the number of shares to be disposed of are around 0.27% of issued stocks and vary according to the number of employees as of the actual date of disposal.
- The Above 2. Disposal price of shares (KRW) and The Above 3. Estimated disposal amount (KRW) are based on the closing price of January 18, 2022 and may change according to future share price fluctuations.
- The Above 6. Disposal method is scheduled to be disposed of by transferring it to the employee stock ownership association account.
- The Above 8. Treasury stock holdings before disposal and the below Holding Amount of Treasury Stock before Decision on Treasury Stock Disposal are as of the day before the resolution of the Board of Directors.
- Regarding the Above 9. Attendance of auditors (members of Audit Committee who are not outside directors), all audit committee members of the company are outside directors (all audit committee members attended)
- The 232,440 shares contributed to the employee stock ownership association are compulsorily deposited in the employee stock ownership association account for 4 years. | |||||||||
【Holding Amount of Treasury Stock before Decision on Treasury Stock Disposal】
(in shares.)
| Methods of acquisition | Type of shares |
Beginning balance |
Change | Closing balance |
Remarks | |||||||||||||
| Acquisition (+) |
Disposal (-) |
Share (-) | ||||||||||||||||
| Amount of shares acquired within profits available for dividends | Direct Acquisition | Direct acquisition in the exchange | Common stock | 7,071,194 | — | — | — | 7,071,194 | Note 2,3) | |||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Direct acquisition in OTC |
Common stock |
— | — | — | — | — | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Tender offer |
Common stock |
— | — | — | — | — | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Sub total (a) |
Common stock |
7,071,194 | — | — | — | 7,071,194 | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Acquisition by trust contract | Number of shares indirectly held through trust contracts |
Common stock |
— | — | — | — | — | — | ||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Number of shares directly held |
Common stock |
4,490,069 | — | — | — | 4,490,069 | Note 2) | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Sub total (b) |
Common stock |
4,490,069 | — | — | — | 4,490,069 | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Amount of shares acquired for other reasons (c) | Common stock | — | — | — | — | — | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Total (a+b+c) | Common stock | 11,561,263 | — | — | — | 11,561,263 | — | |||||||||||
|
Different classes of stocks |
— | — | — | — | — | — | ||||||||||||
| Note1) | The above ‘beginning balance’ represents the number of treasury stocks as of January 1, 2022, and ‘closing balance’ represents the number of treasury stocks as of January 28, 2022 which the amount to be disposed of in accordance with this decision to treasury stock disposition is not reflected. |
| Note2) | Conclusion of treasury stock acquisition by trust contracts (on April 10, 2020), Termination of trust contract for acquisition of treasury stocks (on April 12, 2021), Decision on issuance of exchangeable bonds and disposal of treasury stock (on August 13, 2021) are disclosed on Financial Supervisory Service and Korea Exchange. |
| Note3) | Treasury stocks include shares (2,980,162 shares) subject to conversion of exchangeable bonds which are issued on September 1, 2021. Disposal of treasury stocks subject to conversion of exchangeable bonds are confirmed when exchange right of exchangeable bonds is exercised and shares have been deposited into the Korea Securities Depository. |
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, thereunto duly authorized.
| POSCO | ||||||
| (Registrant) | ||||||
| Date: January 28, 2022 |
By | /s/ Chung, Kyung-Jin | ||||
| (Signature) | ||||||
| Name: Chung, Kyung-Jin | ||||||
| Title: Executive Vice President | ||||||