0001598428false00015984282024-05-072024-05-07

 

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):

May 7, 2024

 

img20925972_0.jpg 

 

 

 

METALLUS INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Ohio

1-36313

46-4024951

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

 

 

1835 Dueber Avenue, SW, Canton, OH 44706

(Address of Principal Executive Offices) (Zip Code)

 

(330) 471-7000

(Registrant's Telephone Number, Including Area Code)

 

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)

 

 

☐

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 Shares, without par value

MTUS

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 5.07

Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 7, 2024, shareholders elected (i) to three-year terms, each of the four Class I directors nominated by the Board and (ii) to a one-year term, one Class II director nominated by the Board. The shareholders also ratified the selection of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2024 and approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results from the Annual Meeting are as follows:

 

Proposal 1 - Election of four Class I directors, each to hold office for a three-year term expiring at the 2027 annual meeting, and election of one Class II director to hold office for a one-year term (the remaining term for that class of directors) expiring at the 2025 annual meeting

Class I Nominees

For

Withheld

Broker Non-Votes

Mary Ellen Baker

32,239,350

277,836

5,887,422

Jamy P. Rankin

32,273,959

243,227

5,887,422

Ronald A. Rice

26,871,947

5,645,239

5,887,422

Michael S. Williams

32,372,944

144,242

5,887,422

 

Class II Nominee

For

Withheld

Broker Non-Votes

Melissa M. Miller

32,355,355

161,831

5,887,422

Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's Independent auditor for the fiscal year ending December 31, 2024

For

Against

Abstain

38,019,013

349,382

                                 36,213

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers

For

Against

Abstain

Broker Non-Votes

31,799,759

246,963

470,463

5,887,423

 

 

 

 

 

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.

 

 

 

 

 

 

METALLUS INC.

Date: May 8, 2024

By:

/s/ Kristine C. Syrvalin

Kristine C. Syrvalin

Executive Vice President, General Counsel and Chief Human Resources Officer

 

 

 

 

v3.24.1.u1
Document and Entity Information
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 07, 2024
Entity Registrant Name METALLUS INC.
Entity Central Index Key 0001598428
Entity Incorporation State Country Code OH
Entity File Number 1-36313
Entity Tax Identification Number 46-4024951
Entity Address, Address Line One 1835 Dueber Avenue
Entity Address, Address Line Two SW
Entity Address, City or Town Canton
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44706
City Area Code 330
Local Phone Number 471-7000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Shares, without par value
Trading Symbol MTUS
Security Exchange Name NYSE
Entity Emerging Growth Company false
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