8-K
false000148158200014815822025-04-172025-04-17

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2025

 

 

Ryerson Holding Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-34735

26-1251524

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

227 W. Monroe St.

27th Floor

 

Chicago, Illinois

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (312) 292-5000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value, 100,000,000 shares authorized

 

RYI

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Philip E. Norment was not nominated for re-election to the Board of Directors of Ryerson Holding Corporation (“Ryerson” or the “Company”), and effective as of April 17, 2025, he ceased to serve as a director of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 17, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Following are the results of the matters voted on by shareholders at the Annual Meeting.

PROPOSAL 1: Election of Class II Directors

Name

For

Withheld

Abstain

Broker Non-Votes

Bruce T. Crawford

28,560,274

-

68,425

1,822,914

Stephen P. Larson

24,546,766

-

4,081,933

1,822,914

The following directors continued in office after the Annual Meeting: Kirk K. Calhoun, Court D. Carruthers, Jacob Kotzubei, Michelle Kumbier, Karen M. Leggio, and Edward J. Lehner.

PROPOSAL 2: Ratification of the appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2025.

For

Against

Abstain

30,224,342

219,065

8,206

PROPOSAL 3: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote).

For

Against

Abstain

Broker Non-Votes

26,806,616

1,810,444

11,639

1,822,914

In accordance with the wishes of its stockholders, Ryerson will hold a vote on the compensation of named executive officers once every year.

 

Item 9.01 Financial Statements and Exhibits.

99.1

Ryerson Holding Corporation press release dated April 22, 2025.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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 hereunto duly authorized.

 

 

 

RYERSON HOLDING CORPORATION

 

 

 

 

Date:

April 22, 2025

By:

/s/ James J. Claussen

 

 

 

James J. Claussen
Executive Vice President and Chief Financial Officer

 


 

Exhibit 99.1

Lt. Gen. Bruce T. Crawford, U.S. Army (Ret.) Elected to the Board of Directors

(Chicago – April 22, 2025) Ryerson Holding Corporation (NYSE: RYI) (“Ryerson”), a leading value-added processor and distributor of industrial metals, announced today the election of Lt. Gen. Bruce T. Crawford, U.S. Army (Ret.), to the Ryerson Board of Directors (“Board”).

Steve Larson, Chair of the Board and the Nominating & Corporate Governance Committee, said, “We are thrilled to welcome Bruce Crawford to the Ryerson Board. At Ryerson, we are committed to regularly evaluating our Board’s composition to ensure we have the right mix of backgrounds, skills, and experiences. We are confident Bruce will provide valuable perspectives as Ryerson advances on its next stage operational and financial performance targets.”

Eddie Lehner, President, CEO and Director of Ryerson, noted “It is my pleasure to welcome Bruce to the Board. Bruce brings a wealth of knowledge and leadership experience in the areas of information technology, cybersecurity, and operations that,combined with his strategic expertise, will be invaluable as we continue optimizing our investments toward further improving Ryerson’s next-stage operating model and customer experience.”

Prior to joining Ryerson, General Crawford retired from the U.S. Army with the rank of Lieutenant General after serving for 34 years, culminating as the U.S. Army’s Chief Information Officer and principal enterprise IT and cybersecurity policy advisor to the Secretary of the Army and the Army Chief of Staff. Before that, General Crawford served in various operational, strategic, and tactical positions in the U.S., Europe, the Pacific, and Southwest Asia. Following his transition from the Army, General Crawford served as the Chief of Innovation, Chair of the Digital Advisory Group, Director of the Global Digital Center of Excellence, and Senior Vice President for Strategic Development, Growth and Sales in the $5 billion government-focused Critical Mission Solutions division at Jacobs Solutions Inc. (NYSE: J), a provider of engineering, technical, professional, and construction services. General Crawford earned a Bachelor of Science in Electrical Engineering from South Carolina State University. He also holds a Master of Science in Administration from Central Michigan University, a Master of Science in National Resource Strategy from the National Defense University, and an Honorary Doctor of Public Service from South Carolina State University. General Crawford serves on the Board of Directors of Foundation Risk Partners, Comtech Telecommunications Corp (NYSE: CMTL), the George C. Marshall International Center, and the Executive Committee of AFCEA International. He previously served as a member of the Board of Directors of Avalara, Inc.

 


 

About Ryerson

Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has around 4,300 employees in over 110 locations. Visit Ryerson at www.ryerson.com.

Safe Harbor Provision

Certain statements made in this release and other written or oral statements made by or on behalf of the Company constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding our future performance, as well as management's expectations, beliefs, intentions, plans, estimates, objectives, or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. The Company cautions that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact our business are: the cyclicality of our business; the highly competitive, volatile, and fragmented metals industry in which we operate; the impact of geopolitical events; fluctuating metal prices; our indebtedness and the covenants in instruments governing such indebtedness; the integration of acquired operations; regulatory and other operational risks associated with our operations located inside and outside of the United States; the influence of a single investor group over our policies and procedures; work stoppages; obligations under certain employee retirement benefit plans; currency fluctuations; and consolidation in the metals industry. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth above and those set forth under “Risk Factors” in our annual report on Form 10-K, and in our other filings with the Securities and Exchange Commission. Moreover, we caution against placing undue reliance on these statements, which speak only as of the date they were made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.

Manager – Investor Relations:

Pratham Dear 312.292.5033

[email protected]

 

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