Current Report Filing (8-k)
May 10 2017 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event
reported):
May 8, 2017
United States
Steel Corporation
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(Exact name of registrant as specified
in its charter)
Delaware
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1-16811
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25-1897152
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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600 Grant Street, Pittsburgh, PA
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15219-2800
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(Address of principal executive offices)
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(Zip Code)
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(412) 433-1121
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(Registrant’s telephone number,
including area code)
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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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
o
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.
o
Item 5.02 (b) (c) (d) - Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2017, United States Steel Corporation
(the “Corporation”) issued a press release announcing that Mr. Mario Longhi, Chief Executive Officer, has elected to
retire effective June 30, 2017. Mr. Longhi relinquished the position of Chief Executive Officer of the Corporation effective May
8, 2017. He will continue to serve as an employee of the Corporation, providing transitional support, until his retirement on June
30, 2017, at which time he also will retire from the Board of Directors. The full text of the press release as well as the Separation
Agreement he has entered into with the Corporation are filed herewith as Exhibit 99.1 and Exhibit 10.1, respectively.
In the same press release, the Corporation
also announced that Mr. David B. Burritt, currently the Corporation’s President and Chief Operating Officer, was elected
President and Chief Executive Officer and a member of the Board of Directors, effective May 8, 2017. Mr. Burritt, age 61,
joined the Corporation in September 2013. Prior to joining the Corporation, Mr. Burritt served as chief financial officer and vice
president of global finance and strategic services for Caterpillar Inc., a manufacturer of construction and mining equipment, diesel
and natural gas engines, industrial gas turbines and diesel-electric locomotives, from 2004 to 2010.
These management changes reflect the Corporation’s
succession planning and are intended to continue the successful implementation of the Corporation’s wide-ranging business
transformation to position the Corporation for near- and long-term profitability and competitiveness.
Mr. Longhi’s decision to retire
will be treated as a retirement, with consent, for purposes of the Corporation’s 2005 Stock Incentive Plan, 2016 Omnibus
Incentive Compensation Plan, and Annual Incentive Compensation Plan. Mr. Longhi’s actual benefit will be calculated in accordance
with these plans.
The Corporation has not entered into any
transactions with Mr. Burritt or any member of his immediate family of the type identified in Item 404(a) of Regulation S-K. Mr.
Burritt will be a member of the Executive Committee of the Board of Directors, but will not sit on any other current standing committee
of the Board of Directors.
As a result of the promotion, Mr. Burritt’s
compensation is expected to change, but no decision as to the new compensation terms have been made as of the date of this filing.
As President and Chief Executive Officer,
Mr. Burritt will continue to receive compensation pursuant to certain plans provided by the Corporation, including an annual incentive
compensation plan, a long-term incentive plan, and health and benefit plans typically available to other executive officers. A
description of these compensation plans can be found in the Corporation’s proxy statement filed on Schedule 14A with the
Securities and Exchange Commission (the “Commission”) on March 14, 2017. These compensation plans are also listed as
exhibits to the Corporation’s Annual Report on Form 10-K filed with the Commission on February 28, 2017.
Item 9.01. Financial Statements and Exhibits
9.01(d) Exhibits:
Exhibit
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No.
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Description
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10.1
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Separation Agreement dated May 8, 2017
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99.1
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Press Release dated May 10, 2017
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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
hereunto duly authorized.
UNITED STATES STEEL CORPORATION
By:
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/s/ Arden T. Phillips
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Name: Arden T. Phillips
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Title: Corporate Secretary and Associate General Counsel
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Dated: May 10, 2017
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