Posco Holdings Inc 6-K, filed Feb 19, 2025

Posco Holdings Inc 6-K, filed Feb 19, 2025

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About this 6-K

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Posco Holdings Inc. (PKX)

6-K 2025-02-19 For: 2025-02-19

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Added on July 04, 2026

Posco Holdings Inc filed this 6-K on February 19, 2025.

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Agenda	Before Amendment	After Amendment	Purpose of Change
2-1	Article 16. Issuance of Bonds The Company may issue bonds by a resolution of the Board of Directors	Article 16. Issuance of Bonds ① The Company may issue bonds by a resolution of the Board of Directors ② The Board of Directors may authorize the Representative Director to issue bonds within a period not in excess of one (1) year by determining the price and type of bonds; provided, however, that the Representative Director shall report the results of the issuance of the bonds to the Board of Directors.	To ensure efficiency and timeliness in bond issuance

2-2	Article 24. Quorum and Requisite for Resolutions ① Except as otherwise provided in these Articles of Incorporation or by applicable laws or regulations, all resolutions passed at a General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the voting shares of the shareholders present, which shall represent at least one-fourth (1/4) of the voting shares of the Company then issued and outstanding. ② In the following cases, the resolutions of a General Meeting of Shareholders shall be adopted by the affirmative vote of at least two-thirds (2/3) of the voting shares of the shareholders present and by the affirmative vote of at least one-third (1/3) of the voting shares of the total issued and outstanding shares: 1. Amendment of the Articles of Incorporation; 2. Transfer of all or any important part of the business; 3. Execution, amendment or rescission of a contract for leasing the whole of the business, for entrustment of management, or for sharing with another person all profits and losses in relation to the business or of a similar contract;	Article 24. Quorum and Requisite for Resolutions ① (Same as left) ② (Same as left) 1 ~ 6. Same as left	To provide a consistent approval process in the Articles of Incorporation



Name/ Agenda	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term
Lee, Ju Tae (3-1)	February 25, 1964	January 2025 ~ Present~	Head, Corporate Strategy Division (Senior Executive Vice President), POSCO HOLDINGS INC.	1 Year
		April, 2024	Head, Corporate Strategy Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		March 2023	Head, Corporate Planning & Finance Division (Senior Executive Vice President & Inside Director), POSCO
		January 2021	Head, Purchasing and Investment Division (Senior Executive Vice President), POSCO
	Board of Directors	January 2019	Head, Corporate Strategy Office (Executive Vice President), POSCO
		February 2018	President, POSCO-Asia(Hong Kong) (Executive Vice President) POSCO
		March 2015	President, POSCO-Asia(Hong Kong) (Senior Vice President), POSCO
		July 2014	President, POSCO-America (Senior Vice President), POSCO
Chun, Sung Lae (3-2)	October 10, 1963	January 2025 ~ Present	Head, Business Synergy Division (Senior Executive Vice President), POSCO HOLDINGS INC.	1 Year
		April 2024	Head, Carbon Neutral Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		March 2022	Head, Steel Business Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		January 2022	Representative President, POSCO-Maharashtra(India) (Senior Executive Vice President), POSCO
	Board of Directors	January 2020	Representative President, POSCO-Maharashtra(India) (Executive Vice President), POSCO
		January 2019	Head, Hot Rolled & Wire Rod Marketing Office (Executive Vice President), POSCO
		January 2018	Head, Hot Rolled Marketing Office (Senior Vice President), POSCO
		February 2016	Head, Hot Rolled and Construction Steel Material Marketing Department (Senior Vice President), POSCO
Kim, Ki Soo (3-3)	April 18, 1965	March 2024 ~ Present	Head of New Experience of Technology Hub, Group CTO (Senior Executive Vice President & Inside Director), POSCO HOLDINGS INC.	1 Year
	April 18, 1965	January 2024	Head, Technical Research Laboratories (Senior Executive Vice President), POSCO
	Board of Directors	January 2019	Head, Low-Carbon Process R&D Center (Executive Vice President of POSCO
		February 2017	Head, Engineering Solution Office (Senior Vice President), POSCO
		June 2014	Vice President, Pohang Research Infra Group, POSCO


Name/ Agenda		Grounds

Lee, Ju Tae (3-1)		In his capacity as head of strategy at POSCO Holdings, Mr. Lee contributed to Group portfolio restructuring and defining growth strategy. His rich knowledge and experience across the Group’s businesses will help strengthen the Group’s global growth investments and competitiveness in key businesses.

Chun, Sung Lae (3-2)		As Head of the Carbon Neutral Team, Mr. Chun contributed to steel business portfolio restructuring. His broad experience and expertise in marketing, overseas investment, and business management will help strengthen synergies across the Group.

Kim, Ki Soo (3-3)		As Head of POSCO N.EX.T Hub and CTO, Mr. Kim helped to solidify the Group’s research organization and to secure opportunities to commercialize new technologies. By leveraging his expertise in steel research and broad experience in new technology development, e.g., AI-powered process automation, Mr. Kim will assist to build a holding company-led Corporate R&D system and to advance the Group’s technology development system.

4. Acquisition of all or part of business of any other company, which may have a great influence upon the business of the Company;

5. Merger or consolidation of the Company (excluding a small scale merger or consolidation);

6. Matters required to be approved by the General Meeting of Shareholders, which have material effects on the company’s assets, as determined by the Board of Directors; and

7. Any other matter for which such vote is required by Korean laws and regulations.

7. Any other matter requiring a special resolution of a General Meeting of Shareholders under Korean laws and regulations or these Articles of Incorporation

Article 29. Appointment of the CEO and the Representative Director

① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee.

② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

Article 29. Appointment of the CEO and the Representative Director

① The Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate approved by the CEO Candidate Recommendation Committee as an Inside Director candidate at a General Meeting of Shareholders. Where the CEO and the Representative Director candidate is appointed as the Inside Director at the General Meeting of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

② Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

③ In the event that the Inside Director candidate, as prescribed in Paragraph (1) of this Article, has served consecutive terms as the CEO and Representative Director, and then becomes a candidate for reappointment as the CEO and Representative Director, the appointment of the Inside Director candidate as an Inside Director at a General Meeting of Shareholders shall satisfy the requirement of a special resolution of a General Meeting of Shareholders referred to in Paragraph (2) of Article 24, and the same shall apply thereafter.

To add rigor to shareholder evaluation of CEO after his/her reappointment; to amend redundant phrases in the previous provision

Companies achieve lasting growth and sustainability by pursuing harmony within the society where businesses operate.

As a member of the social community, companies who have benefited from resources provided by the society should look beyond profit, engage in addressing social issues and contribute to the prosperity of mankind and to making the world a better place.

(Deleted)

To rally support for the POSCO Spirit beyond Corporate Citizen


Sohn, Sung Kyu (4-2)	December 16, 1959	2022 ~ Present	Outside Director, POSCO HOLDINGS INC.	3 Years
		2019 ~ Present	Outside Director, Samsung Asset Management Co., Ltd.
		1993 ~ February, 2025	Professor, School of Business, Yonsei University
	Director Candidate Recommendation Committee	2017 ~ March, 2022
		2016 ~ 2017	Outside Director, Hyundai Construction Equipment Co., Ltd.
		2013 ~ 2015	President, Korean Accounting Association
		2010 ~ 2013	Distinguished Professor, Samil
		2008 ~ 2010	Non-standing commissioner, Securities and Futures Commission, South Korea
		2008 ~ 2010	Non-standing member, Korea Accounting Standards Board Head, KOSPI Market Disclosure Committee, Korea Exchange


Name		Working Plan
Yoo, Jin Nyoung (4-1)		Mr. Yoo has served as former CTO (Chief Technology Officer) and Head of Technology Research at LG Chem. With his experiences in discovering and commercializing various new technologies such as secondary battery materials, IT materials and bio, he aims to establish business strategy directions, assess risks across internal and external business operations, and provide proactive and specific advice from the perspective of the company’s shareholders and stakeholders. Mr. Yoo intends to offer suggestions for rational operation of corporate governance based on his three years of experiences as BoD of POSCO Holdings and special committees such as the Audit Committee, ESG Committee, Evaluation and Compensation Committee, Director Candidate Recommendation Committee, and CEO Candidate Pool Management Committee. As an outside director, he aims to represent the rights and interests of both company and the stakeholders from a transparent and independent position, providing reasonable checks on company operations and playing a developmental role in the internal soundness of the company.

Sohn, Sung Kyu (4-2)		Mr. Sohn is serving as a professor at School of Business(accounting), Yonsei University. He aims to advise on business risks from the perspective of shareholders and stakeholders, based on his diverse experiences and expertise in the fields of corporate filing and accounting audit. Mr. Sohn intends to offer suggestions for rational operation of corporate governance based on his three years of experiences as BoD of POSCO Holdings and special committees such as the Audit Committee, Finance Committee, Evaluation and Compensation Committee, Director Candidate Recommendation Committee, and CEO Candidate Pool Management Committee. As an outside director, he aims to represent the rights and interests of both company and the stakeholders from a transparent and independent position, providing reasonable checks on company operations and playing a developmental role in the internal soundness of the company.


Name		Grounds
Sohn, Sung Kyu (5-1)		Mr. Sohn is a professor of Business Administration at Yonsei University. He formerly served as Chair of the Korea Accounting Association, Professor Emeritus at Samil PWC, and a non-standing member of the Korea Accounting Institute. Drawing on his expert knowledge and experience in accounting, over the past 3 years, Mr. Sohn has made significant contribution to the Company’s accounting and finance policy, risk assessment, and the operation of the Board. As an Outside Director to serve on the audit committee, Mr. Sohn is expected to continue to assist the effective operation of Audit Committee.
Kim, Joon Gi (5-2)		As a law professor and professional expert in international trade and commercial law and corporate governance enhancement, Mr. Kim has served as arbitrator at domestic and international dispute settlement bodies and as Executive Director at the Hills Governance Center. He is also active in various research projects in international dispute resolution, trade and governance. Mr. Kim’s academic record and expertise gained from his legal practice will help to ensure the Audit Committee runs effectively.


	POSCO HOLDINGS INC.
	(Registrant)

Date: February 19, 2025	By	/s/ Han, Young-Ah
	(Signature)
		Name: Han, Young-Ah
		Title: Senior Vice President


	Page

Independent Auditors’ Report		TBD

Consolidated Financial Statements

Consolidated Statements of Financial Position		3

Consolidated Statements of Comprehensive Income		5

Consolidated Statements of Changes in Equity		6

Consolidated Statements of Cash Flows		8

Notes to the Consolidated Financial Statements		TBD


(in millions of Won)	Notes			December 31, 2024		December 31, 2023
Assets

Cash and cash equivalents		4,5,23	W		6,767,898		6,670,879
Trade accounts and notes receivable, net		6,17,23,29,37			10,821,619		11,015,303
Other receivables, net		7,23,37			2,261,323		1,947,529
Other short-term financial assets		8,23			8,499,389		11,403,166
Inventories		9			14,143,500		13,825,514
Current income tax assets					140,494		101,979
Assets held for sale		10			608,758		406,945
Other current assets		16			786,943		840,984

Total current assets					44,029,924		46,212,299

Long-term trade accounts and notes receivable, net		6,23			27,779		42,516
Other receivables, net		7,23,37			1,306,329		1,452,445
Other long-term financial assets		8,23			2,571,651		2,708,325
Investments in associates and joint ventures		11			4,738,793		5,020,264
Investment property, net		13			1,955,896		1,616,294
Property, plant and equipment, net		14			39,846,828		35,206,248
Intangible assets, net		15			4,774,824		4,714,784
Defined benefit assets, net		21			409,147		464,758
Deferred tax assets					3,609,344		3,334,266
Other non-current assets		16			133,685		173,195

Total non-current assets					59,374,276		54,733,095

Total assets			W		103,404,200		100,945,394


(in millions of Won, except per share information)	Notes		2024			2023
Revenue	28,29,37	W		72,688,143			77,127,197
Cost of sales	29,31,34			(67,275,204	)		(70,710,293	)

Gross profit				5,412,939			6,416,904

Selling and administrative expenses	23,30,34
Other administrative expenses				(3,004,478	)		(2,651,902	)
Selling expenses				(234,888	)		(233,579	)

Operating profit				2,173,573			3,531,423

Share of profit of equity-accounted investees, net	11			(256,458	)		269,678

Finance income and costs	23,32
Finance income				5,211,595			3,830,746
Finance costs				(5,080,735	)		(4,202,996	)

Other non-operating income and expenses	23,33,34
Other non-operating income				387,105			394,346
Other non-operating expenses				(1,183,877	)		(1,188,042	)

Profit before income tax				1,251,203			2,635,155
Income tax expense	35			(303,623	)		(789,305	)

Profit				947,580			1,845,850

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in subsidiaries under equity method				(42,753	)		28,745
Foreign currency translation differences				231,347			76,433
Remeasurements of defined benefit plans	21			(95,345	)		(118,548	)
Net changes in fair value of equity investments at fair value through other comprehensive income				(150,443	)		257,725
Items that are or may be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in subsidiaries under equity method				331,616			207,860
Foreign currency translation differences				888,466			34,118
Gains or losses on valuation of derivatives	23			(110	)		(1,292	)

Other comprehensive income, net of tax				1,162,778			485,041

Total comprehensive income		W		2,110,358			2,330,891

Profit attributable to:
Owners of the controlling company		W		1,094,917			1,698,092
Non-controlling interests				(147,337	)		147,758

Profit		W		947,580			1,845,850

Total comprehensive income attributable to:
Owners of the controlling company		W		2,008,919			2,131,737
Non-controlling interests				101,439			199,154

Total comprehensive income		W		2,110,358			2,330,891

Earnings per share (in Won)	36
Basic earnings per share (in Won)				14,451			22,382
Diluted earnings per share (in Won)		W		12,250			22,382


(in millions of Won)		Attributable to owners of the controlling company																Non- controlling interests			Total
(in millions of Won)		Share capital		Capital surplus		Other equity items			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total

Balance as of January 1, 2023	W		482,403		1,400,832		(443,990	)		(1,892,308	)		52,965,179			52,512,116			5,745,285			58,257,401
Comprehensive income:
Profit			—		—		—			—			1,698,092			1,698,092			147,758			1,845,850
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax			—		—		—			—			(83,148	)		(83,148	)		(35,400	)		(118,548	)
Capital adjustment arising from investments in equity-accounted investees, net of tax			—		—		225,591			—			—			225,591			11,014			236,605
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax			—		—		257,122			—			603			257,725			—			257,725
Foreign currency translation differences, net of tax			—		—		34,118			—			—			34,118			76,433			110,551
Gains or losses on valuation of derivatives, net of tax			—		—		(641	)		—			—			(641	)		(651	)		(1,292	)

Total comprehensive income			—		—		516,190			—			1,615,547			2,131,737			199,154			2,330,891

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends			—		—		—			—			(151,698	)		(151,698	)		(94,690	)		(246,388	)
Interim dividends			—		—		—			—			(569,072	)		(569,072	)		—			(569,072	)
Changes in subsidiaries			—		—		—			—			—			—			5,805			5,805
Changes in ownership interest in subsidiaries			—		250,363		—			—			—			250,363			12,383			262,746
Interest of hybrid bonds			—		—		—			—			—			—			(8,925	)		(8,925	)
Repayment of hybrid bonds			—		—		—			—			—			—			(339,837	)		(339,837	)
Disposal of treasury shares			—		2,880		—			2,650			—			5,530			—			5,530
Share based payment			—		6,783		—			—			—			6,783			17,324			24,107
Others			—		2,476		(4,944	)		—			(2,442	)		(4,910	)		(53,451	)		(58,361	)

Total transactions with owners of the controlling company			—		262,502		(4,944	)		2,650			(723,212	)		(463,004	)		(461,391	)		(924,395	)

Balance as of December 31, 2023	W		482,403		1,663,334		67,256			(1,889,658	)		53,857,514			54,180,849			5,483,048			59,663,897


	Page

Independent Auditors’ Report		TBD

Separate Financial Statements

Separate Statements of Financial Position		3

Separate Statements of Comprehensive Income		5

Separate Statements of Changes in Equity		6

Separate Statements of Cash Flows		7

Notes to the Separate Financial Statements		TBD

Independent Auditors’ Report on Internal Control over Financial Reporting		TBD

Report on the Operating Status of Internal Control over Financial Reporting		TBD


(in millions of Won)	Notes		December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	4,5,22	W		409,387		376,914
Trade accounts and notes receivable, net	6,22,36			178,822		238,332
Other receivables, net	7,22,36			21,388		68,821
Other short-term financial assets	8,22			2,686,420		3,940,743
Assets held for sale	9			467,796		—
Current income tax assets	34			27,940		32,015
Other current assets	15			1,716		1,074

Total current assets				3,793,469		4,657,899

Other receivables, net	7,22			14,894		6,955
Other long-term financial assets	8,22			421,822		1,131,074
Investments in subsidiaries, associates and joint ventures	11			45,631,965		45,321,370
Investment property, net	12			328,372		309,900
Property, plant and equipment, net	13			415,993		197,787
Intangible assets, net	14			21,461		19,341
Other non-current assets	15			5,821		1,872

Total non-current assets				46,840,328		46,988,299

Total assets		W		50,633,797		51,646,198