AKS AK Steel Holding Corp

PROXY STATEMENT

We are furnishing this Proxy Statement in connection with the solicitation by the Board of Directors of AK Steel Holding Corporation (the “Company,” “AK Steel,” “us,” “we,” or “our”) of proxies to be voted at the Special Meeting of Stockholders (“Special Meeting”) to be held on September 7, 2016 via live webcast at www.virtualshareholdermeeting.com/AKS , and at any and all postponements or adjournments thereof.

On or about July 25, 2016, we mailed to stockholders of record a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement on the Internet and on how to vote online. That Notice also contains instructions on how you can receive a paper copy of the Proxy Statement via the United States mail or an electronic copy via e-mail if you prefer either of those alternatives. A list of stockholders entitled to vote at the Special Meeting will be available for examination on the internet through the virtual web conference during the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY AND SPECIAL MEETING

At the Special Meeting, stockholders will be asked to approve the proposed amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock and to transact such other business as properly may come before the meeting. The Special Meeting is being held on a virtual-only basis in order to reach the broadest number of stockholders possible and to save costs relative to holding a physical meeting. A number of prominent publicly-traded Delaware companies hold virtual-only stockholder meetings, and consequently we are confident in the technology and that it will be efficient and convenient for our stockholders.

A proxy is a person or entity authorized to act for another person. In this instance, the Board of Directors has appointed a Proxy Committee to vote the shares represented by proxy forms submitted by stockholders to us prior to the Special Meeting. Giving the Proxy Committee your proxy means that you authorize the Proxy Committee to vote your shares on your behalf at the Special Meeting as you specifically instruct on your proxy card with respect to the proposal, or if a matter that is not raised on the proxy card comes up for a vote at the Special Meeting, in accordance with the Proxy Committee’s best judgment.

The Proxy Committee consists of Roger K. Newport, Kirk W. Reich, and Joseph C. Alter.

The document you are reading is a Proxy Statement. It is intended to provide our stockholders with information necessary to vote in an informed manner on matters to be presented at the Special Meeting. It is sent in conjunction with a solicitation of your proxy.

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You may receive more than one Proxy Statement and proxy card if you hold our stock in different ways ( e.g. , joint tenancy, in trust, or in a custodial account) or in multiple accounts.

The Board of Directors is soliciting your proxy to vote at the Special Meeting because, at the close of business on July 11, 2016, the record date, you were: (1) a “stockholder of record,” which means that you were shown on our records as the owner of our common stock, or (2) the beneficial owner of shares held in “street name”. All stockholders of record are entitled to vote at the meeting. It is important that as many stockholders as possible vote, either virtually or by proxy, on the issues to be decided at the Special Meeting. The process of soliciting proxies is intended to increase the number of stockholders who vote on those issues. In addition, stockholders who vote by proxy are deemed to be in attendance at the meeting for purposes of determining if there is a quorum.

Stockholder of Record . If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, LLC (“Computershare”), you are considered the stockholder of record with respect to those shares.

Beneficial Owner of Shares Held in “Street Name” . If your shares are held in an account at a bank, broker or other institution, then you are the “beneficial owner” of shares held in “street name.” The entity holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to instruct that entity on how to vote the shares held in your account.

If your stock is held in “street name,” you will receive a Notice, typically entitled “Voting Instruction Form” or something similar, either electronically or by mail from the bank, broker or other institution holding your stock. This notice contains instructions regarding how to access the proxy materials and how to vote your shares. Also, please note that if your shares are held in “street name” and you wish to vote at the Special Meeting, you must follow the special instructions provided at www.proxyvote.com for submitting a legal proxy from the record holder of the shares (your broker, bank or nominee) authorizing you to vote at the Special Meeting.

Yes. If you are a holder of shares in “street name” and you fail to provide specific voting instructions to the bank, broker or other institution holding the stock on your behalf, that entity may cast a vote on your behalf with respect to the sole proposal, the approval of the proposed amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 1).

Banks, brokers and other institutions may vote shares held in “street name” on a discretionary basis for purposes of Proposal No. 1.

If your shares are registered in your name, you will need to provide your sixteen-digit control number included on your Notice or your proxy card (if you receive a printed copy of the proxy

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materials) in order to be able to enter the meeting. If your shares are not registered in your name (if, for instance, your shares are held in “street name” for you by your broker, bank or other institution), you must follow the instructions printed on your Notice. In order to participate in the Special Meeting, please log on to www.virtualshareholdermeeting.com/AKS , at least 15 minutes prior to the start of the Special Meeting to provide time to register and download the required software, if needed. The webcast replay will be available at www.virtualshareholdermeeting.com/AKS until the 2017 Annual Meeting of Stockholders.

If you are a stockholder of record, you may vote all shares registered in your name at the Special Meeting. If you are not a stockholder of record as to any of your shares (i.e., instead of being registered in your name, all or a portion of your shares are registered in “street name” and held by your broker, bank or other institution for your benefit), you must follow the instructions printed on your Notice.

Yes. If you are a stockholder of record, you may vote over the telephone or via the Internet. Our proxy card that you received in the mail (if you received a printed copy of the proxy materials) contains instructions for voting by these methods. If you hold your shares in “street name”, you must follow the instructions contained in the voting instruction card provided to you by the broker, bank or other institution holding your shares on your behalf.

You are entitled to one vote for each share of our common stock that you held as of the close of business on July 11, 2016.

If you would like to submit a question during the Special Meeting, simply type your question in the “ask a question” box and click “submit”. Questions will be answered in the order received, subject to time limitations.

In the context of the Special Meeting, a quorum is the presence at the meeting, either virtually or by proxy, of stockholders holding the minimum number of shares of stock necessary to make the proceedings of that meeting valid under our By-laws and applicable law. More specifically, the presence of stockholders at the meeting, virtually or represented by proxy, holding a majority of our issued and outstanding shares constitutes a quorum. As of July 11, 2016, there were 238,207,690 issued and outstanding shares of our common stock, which is the only class of stock outstanding. The number of shares necessary to constitute a quorum in the context of the Special Meeting is 119,103,846.

You may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to the proposal. Every stockholder voice is important and we urge you to cast your vote.

In order to increase the number of authorized shares of a company’s common stock, the laws of the State of Delaware, under which we are incorporated, require an amendment to the Certificate. The

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affirmative vote of a majority of the outstanding shares of our common stock is required to approve this proposal. Abstentions therefore will have the effect of votes “against” the proposal in this context. If the proposed amendment is approved, it will become effective upon the filing of a Certificate of Amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we would expect to file promptly following the Special Meeting.

Abstentions will have the effect of votes “against” the proposed amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 1), as the affirmative vote of a majority of the outstanding shares of our common stock is required to approve the proposal.

The votes will be counted by an inspector of election appointed by the Board. The Board has appointed Ms. Amy Pavich of Broadridge as the inspector of election and Ms. Marlayna Jeanclerc, also of Broadridge, as an alternate inspector of election in the event Ms. Pavich is unable to serve.

If you timely return a signed and dated proxy card, but do not mark how your shares are to be voted, those shares will be voted by the Proxy Committee as recommended by the Board of Directors.

We intend to announce preliminary voting results at the Special Meeting and disclose final results in a Current Report on Form 8-K that we will file with the SEC following the Special Meeting. All periodic and current reports we file with the SEC are publicly available when filed. We make available free of charge on our website, www.aksteel.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably practicable after such materials are electronically filed or furnished to the SEC.

The Board of Directors recommends that you vote your shares:

FOR the approval of the proposed amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 1).

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Introduction and Summary of the Proposed Amendment

Our Restated Certificate of Incorporation (the “Certificate”) currently authorizes the issuance of up to 300 million shares of common stock, par value $.01 per share. On June 10, 2016, the Board of Directors unanimously adopted a resolution approving, subject to the approval of our stockholders, an amendment to section (a) of the fourth Article of the Certificate to increase the total number of shares of common stock that we are authorized to issue from 300 million to 450 million shares.

In light of the fact that we have only 3.2% of our total authorized shares of common stock remaining available, the Board believes that it is advisable and in our stockholders best interests to increase the total number of authorized shares in order to provide us with greater flexibility in considering and planning for potential future strategic needs of the Company. As of June 30, 2016, of the 300 million shares of common stock currently authorized, only about 9.8 million shares remain available for issuance. As of that date, 238.2 million shares of our common stock are issued and outstanding. In addition, approximately 6.8 million shares of common stock have been reserved pursuant to previously granted awards under our Stock Incentive Plan (“Stock Plan”), and approximately 7.7 million shares of our common stock have been reserved for future issuance under the Stock Plan. We also have reserved 37.5 million shares in connection with our 5.00% Exchangeable Notes due 2019 (the “Exchangeable Notes”). The total of these outstanding or reserved shares (238.2 million, 6.8 million, 7.7 million and 37.5 million) is approximately 290.2 million. That leaves about 9.8 million shares, or 3.2% of the currently authorized share amount, available for future use. The pie chart below graphically illustrates the use of the currently authorized shares and the limited amount that is still available for issuance.

Text of the Proposed Amendment

We propose to amend the existing language of section (a) of the fourth Article of the Certificate as follows (with additions in italics and deletions indicated by strike-through text):

“FOURTH: (a) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 475,000,000 325,000,000 , consisting of 450,000,000 300,000,000 shares of

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Common Stock, par value $.01 per share (the “Common Stock”), and 25,000,000 shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”).”

The proposed amendment of the Certificate will not affect the number of shares of preferred stock authorized. A copy of the Certificate, as amended by the proposed change to Article FOURTH, is attached to this Proxy Statement as Annex A in the form of a blacklined, or comparison, copy of the existing Certificate to the Amended Certificate, with the proposed amendments to Article FOURTH identified.

Rationale for the Amendment and Factors to Consider

The Board of Directors believes that the additional authorized shares of common stock will provide us with the necessary flexibility to utilize shares for various corporate purposes that may be identified in the future which are expected to enhance stockholder value. These corporate purposes may include, but are not limited to, potential strategic transactions (such as mergers, acquisitions, and other business combinations), future stock splits and stock dividends, equity or equity-linked offerings and other capital-raising or financing transactions, grants and awards under the Stock Plan, and other types of general corporate purpose transactions. We believe that it is important to have the flexibility to issue shares of common stock beyond the limited amount remaining. As of the date of the Proxy Statement, we do not have any plans, commitments, arrangements, understandings or agreements to issue any of the additional shares of common stock that would be authorized pursuant to the proposed amendment of the Certificate or any of the currently authorized and unissued shares of common stock (except for shares of common stock that have been reserved in connection with the Exchangeable Notes and shares reserved pursuant to previously granted awards pursuant to the Stock Plan or for future issuance under the Stock Plan). We have, however, previously disclosed that one of our top financial priorities is a significant reduction in our indebtedness over time, and that offerings of common shares, from time to time, may be prudently utilized by us as a manner of executing this debt reduction goal. As such, subject to market conditions, we may use some of the additional requested authorized common shares to raise funds for the purpose of de-leveraging our balance sheet or for other related purposes following the Special Meeting.

The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The authorization of the additional shares of common stock sought by this proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders but, to the extent that the additional authorized shares of common stock are issued in the future or are used in connection with securities convertible into shares of common stock, they may decrease existing stockholders’ percentage of equity ownership and thus could be dilutive to existing stockholders. Depending on the price at which such shares are issued, they also may have a negative effect on the market price of our common shares. Any such future issuances also could have a dilutive effect on our earnings per share and book value per share. In addition, although the Board has not proposed the increase in the total number of authorized shares of common stock with the intent of using the additional shares to prevent or discourage any actual or threatened takeover, under certain circumstances, such shares could have an anti-takeover effect. For example, the additional shares could be issued to dilute the stock ownership or voting rights of persons seeking to obtain control or could be issued to persons allied with the Board or Management, thereby having the effect of making it more difficult to remove Directors and Management by diluting the stock ownership or voting rights of persons seeking to effect such a removal or to otherwise effect a takeover. As such, if the proposed amendment is approved, the additional shares of authorized common stock may render more difficult or discourage a non-consensual merger, a tender offer or proxy contest, the assumption of control by a holder of a large block of the our common stock, or the replacement or removal of our Board (and thus Management).

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Applicable law requires that we disclose in connection with this proposal the provisions in our Certificate and By-laws that could have an anti-takeover effect. Below is a summary of the provisions of our Certificate or By-laws, among others, may have the anti-takeover effect of preventing, discouraging or delaying a change in the control:

(i) Our By-laws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders, including that notice—which must include certain information specified in the By-laws—of such proposals be timely given (generally not less than 60 days nor more than 90 days prior to the first anniversary date of the annual meeting for the preceding year) in writing to our Secretary prior to the meeting at which the action is to be taken.

(ii) Our By-laws provide that special meetings may be called by the Board (as in the case of this Special Meeting) or the Chief Executive Officer, or upon written request delivered to the Chief Executive Officer by stockholders holding at least a majority of all the shares entitled to vote at the meeting. No business other than that stated in the notice may be transacted at any special meeting; provided, however, that matters given by or at the direction of the Board may be presented. In addition, our Chairman, in his or her sole discretion, may present, or accept for presentation, procedural matters. These provisions may have the effect of delaying consideration of a stockholder proposal until the next annual meeting unless a special meeting is called by the Board or our stockholders, as noted above.

(iii) Our Certificate provides for 25,000,000 authorized shares of preferred stock, which may enable us to render more difficult, or to discourage, an attempt to obtain control by means of a non-consensual merger, a tender offer, proxy contest, or otherwise. The Certificate grants our Board broad powers to establish the rights and preferences of authorized and unissued shares of preferred stock, which could be used to adversely affect the rights and powers, including voting rights, of stockholders and could also have the effect of delaying, deterring or preventing a change in control.

The foregoing description of certain terms in our Certificate and By-Laws is a summary only and is qualified by reference in its entirety to the full text of the Certificate and By-Laws, copies of which have been filed with the Securities and Exchange Commission.

It is not the intended purpose of the proposed amendment to the Certificate, and the Board has no current intention or plan to employ the proposed increase in our authorized shares of common stock, to discourage or prevent any persons from attempting to effect a non-consensual transaction or change management. Rather, the proposed amendment has been prompted by business and financial considerations, as set out above, and it is the intended purpose of the proposed amendment to the Certificate to provide greater flexibility to the Board in considering and planning for our potential future corporate needs.

Stockholder Vote Required; Board Recommendation

In order to increase the number of authorized shares of our common stock, the laws of the State of Delaware, under which we are incorporated, require an amendment to the Certificate. Thus, the affirmative vote of a majority of the outstanding shares of our common stock is required to approve this proposal. Abstentions therefore will have the effect of votes “against” the proposal in this context. If the proposed amendment is approved, it will become effective upon the filing of a Certificate of Amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we would expect to file promptly following the Special Meeting.

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