8-K
false 0001514705 0001514705 2022-05-12 2022-05-12

 

 

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 12, 2022

 

 

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35243   90-0640593
(State of
Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1011 Warrenville Road, Suite 600  
Lisle, Illinois   60532
(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)

 

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   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 5.07

Submission of Matters to a Vote of Security Holders.

The 2022 Virtual Annual Meeting of Stockholders (the “Virtual Annual Meeting”) of SunCoke Energy, Inc. (the “Company”) was held on May 12, 2022. At the Virtual Annual Meeting, stockholders holding and entitled to vote 72,837,544 shares of common stock of the Company, or approximately 87.42% of the total outstanding shares of common stock on the record date for the Virtual Annual Meeting, which constituted a quorum, were present in person or by proxy. At the Virtual Annual Meeting, the Company’s stockholders voted on the following matters:

1.    On the matter of the election of two directors, Arthur F. Anton and Michael W. Lewis, to the class of directors whose term expires in 2025, the vote was as follows:

 

Nominee

   Votes
For
   Votes
Against
   No. of Shares
Abstaining

Arthur F. Anton

   38,208,931    25,280,853    56,894

Michael W. Lewis

   61,016,805    2,469,254    60,619

Number of broker non-votes: 9,290,866.

2.    On the matter of the Omnibus Long-Term Incentive Plan, including an increase in the number of shares of Common Stock to be reserved for issuance of awards, the vote was as follows:

 

Votes
For
   Votes
Against
   Votes
Abstained
60,702,454    2,750,755    93,769

Number of broker non-votes: 9,290,866.

3.    On the matter of the non-binding advisory vote to approve the compensation of the Company’s named executive officers, the vote was as follows:

 

Votes
For
   Votes
Against
   Votes
Abstained
58,573,840    4,868,424    104,244

Number of broker non-votes: 9,290,866.


4.    On the matter of the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, the vote was as follows:

 

Votes
For
   Votes
Against
   Votes
Abstained
72,620,468    161,707    55,369

There were no broker non-votes with respect to this matter.

The results reported above are final voting results.


SIGNATURE

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.

 

SUNCOKE ENERGY, INC.

By: /s/ John J. DiRocco Jr.

John J. DiRocco Jr.
Vice President, Assistant General Counsel and
Corporate Secretary

Date: May 13, 2022