Posco Holdings Inc 6-K, filed Mar 30, 2020
Posco Holdings Inc. (PKX)
About this 6-K
Posco Holdings Inc filed this 6-K on March 30, 2020.
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 March, 2020
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.
The Results of the 52nd Ordinary General Meeting of Shareholders
| • | Agenda 1: Approval of the 52nd FY Financial Statements |
| Item (Unit : KRW) | Consolidated | Separate | ||
| Total Assets |
79,058,661 million |
55,710,766 million | ||
| Total Liabilities |
31,263,954 million |
10,096,581 million | ||
| Share Capital |
482,403 million |
482,403 million | ||
| Total Equity |
47,794,707 million |
45,614,185 million | ||
| Sales |
64,366,848 million |
30,373,511 million | ||
| Operating Profit |
3,868,855 million |
2,586,359 million | ||
| Net Profit |
1,982,637 million |
1,175,712 million | ||
| Net Profit per Share |
22,823 |
14,592 |
<Approval of Dividend Distribution>
| Details |
2019 | |||
| 1. Annual Dividend per Share (KRW) |
10,000 | |||
| - Year-End Dividend (KRW) |
4,000 | |||
| - Quarterly Dividend (KRW) |
6,000 | |||
| 2. Dividend Yield Ratio (%) |
4.1 | |||
| • | Agenda 2: Election of Inside Directors |
[Description of the Proposal]
Pursuant to Article 382 of the Korean Commercial Act and Article 28 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint Inside Directors of the Company as follows.
| ○ | Number of Inside Directors to be Elected: 4 Directors |
| ○ | Candidates |
|
Name/ Agenda |
Date of Birth | Professional Experience | Term | |||||
| Recommended by | Period | Details | ||||||
|
Chang, In-Hwa |
August 17, 1955 |
2018~Present |
(Representative Director, President) Head of POSCO Steel Business Unit
|
1 Year | ||||
| Board of Directors | 2017~2018 | (Board Member, Senior Executive VP) Head of POSCO Steel Production Div.
| ||||||
| 2016~2017 | (Senior Executive VP) Head of POSCO Technology and Investment Div.
| |||||||
| 2015~2016 | (Executive VP) POSCO Steel Solution Marketing Dept.
| |||||||
| 2014~2015 | (Executive VP) POSCO New Business Development Dept.
| |||||||
| 2011~2014 | (Senior VP) POSCO New Business Dept.
| |||||||
| 2009~2011 | (President) RIST Steel Structure Div.
| |||||||
|
Chon, Jung-Son (2-2) |
August 26, 1962 |
2019~Present |
(Board Member, Senior Executive VP) Head of Corporate Strategy & Planning Div.
|
1 Year | ||||
| Board of Directors | 2018~2019 | (Board Member, Senior Executive VP) Head of Corporate Strategy & Finance Center
| ||||||
| 2017~2018 | (President & Representative Director) POSCO C&C
| |||||||
| 2016~2017 | (Executive VP) Head of POSCO Corporate Strategy Office
| |||||||
| 2014~2016 | (Senior VP) Value Management Div. Senior Corporate Advisor
| |||||||
|
|
2012~2014 |
(Senior VP) Head of POSCO Raw Materials Procurement Office
|
||||||
|
|
2010~2012 |
(VP) POSCO Raw Materials Investment Group
|
||||||
|
Kim, Hag-Dong (2-3) |
May 27, 1959 |
2019~Present |
(Board Member, Senior Executive VP) Head of POSCO Steel Production Div.
|
1 Year | ||||
| Board of Directors | 2017~2019 | (Senior Executive VP) Head of POSCO Gwangyang Works
| ||||||
| 2015~2017 | (Senior Executive VP) Head of POSCO Pohang Works
| |||||||
| 2013~2015 | (Representative Director, Senior Executive VP) SNNC
| |||||||
| 2010~2013 | (Senior VP) Deputy Head of POSCO Gwangyang Works,
| |||||||
| 2009~2010 | Iron & Steel Making Head of Quality Control Dept., Pohang Works
| |||||||
|
Jeong, Tak (2-4) |
April 5, 1959 |
2019~Present |
(Board Member, Senior Executive VP) Head of POSCO Marketing Div.
|
1 Year | ||||
| Board of Directors | 2018~2019 | (Senior Executive VP) Head of POSCO Steel Business Div.
| ||||||
| 2016~2018 | (Executive VP) Head of POSCO Steel Business Strategy Dept.
| |||||||
| 2015~2016 | (Executive VP) Head of POSCO Energy and Shipbuilding Materials Marketing Dept.
| |||||||
| 2012~2015 | (Senior VP) Overseas Marketing Dept.
| |||||||
| 2010~2012 | (Senior VP) Head of Metal/HR Steel Biz Div. Daewoo Corporation
|
*All candidates have no relation with the largest shareholder and no transactions with POSCO for the past three years.
*All candidates stated and signed that they do not have any legal issue to be qualified for directors.
| ○ | Recommendation for candidates by the Board of Directors |
| Name/ Agenda |
Grounds | |
| Chang, In-Hwa (2-1) |
As the head of Steel Business Unit, Mr. Chang has contributed to improving technology in the steel mill and cost competitiveness. Especially considering the recent downturn of global steel market, Mr. Chang is recommended as the key person who can stably manage POSCO’s steel business with his comprehensive perspective in production and marketing. | |
| Chon, Jung-Son (2-2) |
As the head of Corporate Strategy & Planning Division, Mr. Chon has contributed to the establishment of POSCO Group business strategies and executions. The Board of Directors recommends Mr. Chon as the Inside Director as he has extensive and comprehensive knowledge and experience in POSCO businesses on a group-wide level. Based on this, he is evaluated as a director candidate who can contribute to decision-makings on various issues in a most beneficial way to POSCO group. | |
| Kim, Hag-Dong (2-3) |
As the head of Steel Production & Technology Division, Mr. Kim has devoted himself for the competitiveness of steel production and stable operation of steel mills. With his expertise in steel mills, products, and technology, the Board of Directors believes he is capable of operating and managing production and technology efficiently. | |
| Jeong, Tak (2-4) |
Mr. Jeong has contributed to expanding the sales volume by establishing steel business strategies and through solution marketing. With his expertise and broad experience in sales and marketing, Mr. Jeong is considered as the key person to enhance profitability of steel business. |
| • | Agenda 3: Election of Outside Director |
[Description of the Proposal]
Pursuant to Article 382 of the Korean Commercial Act, Article 28 and 30 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint Outside Directors of the Company as follows.
| ○ | Number of Outside Directors to be Elected: 1 Director |
| ○ | Candidate |
| Name | Date of Birth | Professional Experience | Term | |||||
| Recommended by | Period | Details | ||||||
|
Chang, Seung-Wha |
June, 1963 |
2019~Present |
(Chairman) Committee of Korean Trade Commission
|
3 Years | ||||
| Director Candidate Recommendation and Management Committee | 2018~Present | (Dean) Seoul National University School of Law
| ||||||
| 2012~2016 | (Appellate Body Member) The World Trade Organization
| |||||||
| 2000 | Arbitrator of International Court of Arbitration (ICC)
| |||||||
| 1995~Present | Seoul National University Law Professor
| |||||||
| ○ | Candidate’s plan to fulfil his or her duty as Outside Director |
| Name | Working Plan | |
| Chang, Seung-Wha |
- As an expert in the field of international law, Mr. Chang will contribute to making the decision of the Board of Directors especially in the aspect of a stronger protectionism worldwide. - With transparency and independence along with his insights from legal experiences, he will strive to maintain a system of checks and balances and implement policies to create more sound internal system. - Mr. Chang will fulfil his duty as an Outside Director and work his best to realize POSCO’s philosophy, which is ‘Corporate Citizen: Building a better future together’ |
| ○ | Recommendation for the candidate by the Board of Directors |
| Name | Grounds | |
| Chang, Seung-Wha |
POSCO has a great deal of international transactions worldwide. With his diverse background in the field of both domestic and international law as the dean of Seoul National University School of Law, the arbitrator of International Court of Arbitration (ICC), and the Appellate Body member of World Trade Organization, Mr. Chang offered the great guidance to the Board of Directors in making decisions for the past 3 years. He is expected to improve the future performance of the Board of Directors |
*The candidate has no relation with the largest shareholder and no transactions with POSCO for the past three years.
*The candidate stated and signed that they do not have any legal issue to be qualified for directors.
| • | Agenda 4: Election of Audit Committee Member |
[Description of the Proposal]
Pursuant to Article 415-2, 542-11 and 542-12 of the Korean Commercial Act and Article 48 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint an Audit Committee Member of the Company as follows.
| ○ | Number of Audit Committee Member to be elected: 1 Member |
| ○ | Candidate |
| Name | Date of Birth | Professional Experience | Term | |||||
| Recommended by | Period | Details | ||||||
|
Pahk, Heui-Jae |
January 27, 1961 |
2017~Present |
(President) Korea Association of Industrial Tech. Security
|
2 Years | ||||
| Director Candidate Recommendation and Management Committee | ||||||||
| 2016~2018 | (Chairman) Youth Hope Foundation
| |||||||
| 2014~Present | (Senior Member) National Academy of Engineering Korea
| |||||||
| 2013~2016 | (President) Office of Strategic R&D Plan, MOTIE
| |||||||
| 1998~2016 | (Founder and CEO) SNU Precision CO., LTD.
| |||||||
| 1993~Present | Professor at Seoul National University (Mechanical&Aerospace Engineering)
| |||||||
| ○ | Recommendation for the candidate by the Board of Directors |
| Name | Grounds | |
| Pahk, Heui-Jae |
Mr. Pahk founded Precision Co. Ltd., the first start-up company in Seoul National University, and developed the company into a competitive business. He also was the president of the Office of Strategic R&D Plan in the Ministry of Trade, Industry and Energy which is the position also known as the Chief Technology Officer of the nation. With his ample experience and expertise, the Board of Directors believes that he is enable to contribute to the effective audit responsibilities. |
*The candidate has no relation with the largest shareholder and no transactions with POSCO for the past three years.
* The candidate stated and signed that they do not have any legal issue to be qualified for directors.
| • | Agenda 5: Approval of Ceiling Amount of Total Remuneration for Directors |
[Description of the Proposal]
Pursuant to Article 388 of the Korean Commercial Act and Article 36 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to approve the ceiling amount of the total remuneration for Directors in the fiscal year 2020.
| ☐ | The ceiling amount (to be approved) of the total remuneration in the FY 2020: |
KRW 10.0 billion
| ☐ | The ceiling amount (approved) of the total remuneration in the FY 2019: |
KRW 10.0 billion
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: March 30, 2020 | By | /s/ Lim, Seung-Kyu | ||||
| (Signature) | ||||||
| Name: Lim, Seung-Kyu | ||||||
| Title: Executive Vice President | ||||||