8-K

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): March 7, 2022

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35243	90-0640593
(State of<br> <br>Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
1011 Warrenville Road, Suite 600<br> <br>Lisle, Illinois	60532
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(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, $0.01 par value	SXC	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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

SunCoke Energy, Inc. (the “Company”) announced the appointment of Mr. Mark W. Marinko, as the Company’s Senior Vice President and Chief Financial Officer, effective March 7, 2022. Biographical information on Mr. Marinko is included in the press release announcing his appointment, and is incorporated by reference into this Item 5.02.

In connection with his appointment as Senior Vice President and Chief Financial Officer, the Company’s Board of Directors approved the following material terms of Mr. Marinko’s compensation:

•	Salary: Initial base salary of $470,000 per year.
•	Annual Incentive: His target annual cash bonus under the SunCoke Energy, Inc. Annual Incentive Plan will be 75% of base salary.
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•	Long-Term Incentives: Following approval by the Compensation Committee of the Company’s Board of Directors, effective as of March 7, 2022, Mr. Marinko received long-term incentive compensation awards equal in value to $470,000, comprised of: (i) equity awards valued at $352,500, granted under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, split in value as two-thirds Restricted Stock Units and one third Performance Share Units; and (ii) $117,500 awarded under the SunCoke Energy, Inc. Long-Term Cash Incentive Plan.
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•	Other: In addition, Mr. Marinko will be eligible to participate in the Company’s executive severance plans and its comprehensive benefit plans, including 401(k) defined contribution and related plans.
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A copy of the press release announcing the appointment of Mr. Marinko as the Company’s Senior Vice President and Chief Financial Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Marinko does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or an executive officer. He has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
99.1	SunCoke Energy, Inc. Press Release dated March 7, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNCOKE ENERGY, INC.
By:	/s/ John J. DiRocco, Jr.
	John J. DiRocco, Jr.
	Vice President, Assistant General Counsel<br> <br>and Corporate Secretary

Date: March 7, 2022

EX-99.1

Exhibit 99.1

Investors and Media:

Shantanu Agrawal

630-824-1907

SUNCOKE ENERGY, INC.APPOINTS MARK W. MARINKO

AS SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

LISLE, Ill. (March 7, 2022)—SunCoke Energy, Inc. (NYSE: SXC) announced today that SunCoke’s Board of Directors has appointed Mark W. Marinko as the company’s Senior Vice President and Chief Financial Officer, effective March 7, 2022.

Marinko, 60, has more than 30 years of professional experience, during which he has held various roles specializing in accounting, finance, and business systems. From June 2014 until September 30, 2021, he was Senior Vice President and Chief Financial Officer of Great Lakes Dredge & Dock Corporation, a major provider of dredging services in the United States. In this role, Marinko was responsible for all accounting and financial aspects of the organization, including public company financial reporting, investor relations, audit, taxes, financial planning & analysis, treasury and internal controls. Prior to joining Great Lakes Dredge & Dock Corporation, from 2004 through 2013, Marinko was President of the Consumer Services division at TransUnion, LLC, a global provider of information and decision-processing services.

As SunCoke’s Chief Financial Officer, Marinko will lead the company’s finance organization and will be responsible for accounting, treasury, financial planning and analysis, tax, investor relations, risk management and information technology systems. He will report directly to Mike Rippey, SunCoke’s President and Chief Executive Officer.

“I am pleased to welcome Mark to our leadership team,” said Rippey. “He brings a diverse skill set to the company including strong analytics, communication, leadership, and project management abilities. His extensive experience leading the financial operations of an industrial business will be beneficial to SunCoke’s business and objectives.”

“I am thrilled to be joining the talented leadership team at SunCoke as its CFO,” said Marinko. “SunCoke has a strong business model, and I look forward to working with the team to execute on the company’s priorities and contribute to the company’s growth.”

Marinko holds a bachelor’s degree in Accounting and Business Administration from Augustana College in Rock Island, Illinois.

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ABOUT SUNCOKE ENERGY, INC.

SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke to domestic and international customers. Our coke is used in the blast furnace production of steel as well as the foundry production of casted iron, with the majority of sales under long-term, take-or-pay contracts. We also export coke to overseas customers seeking high-quality product for their blast furnaces. Our process utilizes an innovative heat-recovery technology that captures excess heat for steam or electrical power generation and draws upon more than 60 years of cokemaking experience to operate our facilities in Illinois, Indiana, Ohio, Virginia and Brazil. Our logistics business provides export and domestic material handling services to coke, coal, steel, power and other bulk customers. The logistics terminals have the collective capacity to mix and transload more than 40 million tons of material each year and are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” (as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended). Such forward-looking statements include statements that are not strictly historical facts, and include, among other things, statements regarding: our expectations of financial results, condition and outlook; anticipated effects of the COVID-19 pandemic and responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, our customers, our results of operations and financial condition; anticipated actions to be taken by management to sustain SunCoke during the economic uncertainty caused by the pandemic and related business actions; and anticipated actions by governments to contain the spread of COVID-19 or mitigate the severity thereof.

Forward-looking statements often may be identified by the use of such words as “believe,” “expect,” “plan,” “project,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should,” or the negative of these terms, or similar expressions. Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SunCoke) that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to domestic and international economic, political, business, operational, competitive, regulatory and/or market factors affecting SunCoke, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules applicable to SunCoke; and changes in tax, environmental and other laws and regulations applicable to SunCoke’s businesses.

Currently, such risks and uncertainties also include: SunCoke’s ability to manage its business during and after the COVID-19 pandemic; the impact of the COVID-19 pandemic on SunCoke’s results of operations, revenues, earnings and cash flows; SunCoke’s ability to reduce costs and capital spending in response to the COVID-19 pandemic; SunCoke’s balance sheet and liquidity throughout and following the COVID-19 pandemic; SunCoke’s prospects for financial performance and achievement of strategic objectives following the COVID-19 pandemic; capital allocation strategy following the COVID-19-related outbreak; and the general impact on our industry and on the U.S. and global economy resulting from COVID-19, including actions by domestic and foreign governments and others to contain the spread, or mitigate the severity, thereof.

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Forward-looking statements are not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SunCoke management, and upon assumptions by SunCoke concerning future conditions, any or all of which ultimately may prove to be inaccurate. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SunCoke does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable law.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SunCoke has included in its filings with the Securities and Exchange Commission cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SunCoke. For information concerning these factors, see SunCoke’s Securities and Exchange Commission filings such as its annual and quarterly reports and current reports on Form 8-K, copies of which are available free of charge on SunCoke’s website at www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward- looking statements.

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