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AK STEEL HOLDING CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 3, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



The Board of Directors (the "Board") of AK Steel Holding Corporation (the "Company") previously approved, subject to stockholder approval, amendments to the Company's Stock Incentive Plan that would (i) increase by 4,000,000 the total number of shares of common stock available in the share pool for the grant of stock options, restricted stock, restricted stock units and performance share awards under the Stock Incentive Plan, and (ii) explicitly prohibit, in the absence of stockholder approval, the repricing or replacing of outstanding stock options. The Company's stockholders approved the proposed amendments to the Stock Incentive Plan at the Company's 2014 Annual Meeting of Stockholders held on May 29, 2014 (the "2014 Annual Meeting").

For additional detail concerning the terms and conditions of the Stock Incentive Plan, please refer to the discussion in the Company's Proxy Statement for the 2014 Annual Meeting as filed with the Securities and Exchange Commission on April 21, 2014 (the "2014 Proxy Statement") under the caption "Approval of Amendment and Restatement of the Company's Stock Incentive Plan (Proposal No. 4 on the proxy card)." The preceding description of the Stock Incentive Plan amendments and the discussion of the terms and conditions of the Stock Incentive Plan contained in the 2014 Proxy Statement are both qualified in their entirety by reference to the full text of the Stock Incentive Plan, as amended, a copy of which is appended to the 2014 Proxy Statement as Annex A.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2014 Annual Meeting held on May 29, 2014, the stockholders of the Company approved an amendment to its Restated Certificate of Incorporation to increase the authorized shares of the Company's common stock from 200 million to 300 million shares. This description of the amendment to the Restated Certificate of Incorporation is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Restated Certificate of Incorporation as filed with the Secretary of State of Delaware, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2014, the Company held its 2014 Annual Meeting of Stockholders. Each proposal subject to a vote at the 2014 Annual Meeting was described in detail in the Company's 2014 Proxy Statement. With respect to each of the proposals the Company's stockholders voted as indicated below.

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1. Election of Directors (Proposal No. 1): Stockholders re-elected each of the following Directors: For Against Abstentions Broker Non-Votes



Richard A. Abdoo 58,400,460 1,234,261 492,408 49,455,325 John S. Brinzo 58,456,064 1,177,758 493,308 49,455,325 Dennis C. Cuneo 58,556,281 1,066,826 504,022 49,455,325 Mark G. Essig 58,569,453 1,055,760 501,917 49,455,325 William K. Gerber 58,590,808 1,039,508 496,814 49,455,325 Robert H. Jenkins 58,411,622 1,224,779 493,728 49,455,325 Ralph S. Michael, III 58,518,093 1,113,347 495,689 49,455,325 Shirley D. Peterson 58,434,896 1,200,803 491,430 49,455,325 Dr. James A. Thomson 58,447,310 1,187,396 492,423 49,455,325 James L. Wainscott 58,009,647 1,644,441 473,041 49,455,325 Vicente Wright 58,578,980 1,033,701 514,448 49,455,325

2. Ratification of independent registered public accounting firm (Proposal No. 2): Stockholders ratified the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014. For Against Abstentions 107,807,462 1,101,250 673,743 3. Advisory vote on Named Executive Officer compensation (Proposal No. 3): Stockholders approved the resolution to approve the compensation of the Named Executive Officers. For Against Abstentions Broker Non-Votes 56,828,609 2,691,442 607,078 49,455,325 4. Approval of the amendment and restatement of the Company's Stock Incentive Plan (Proposal No. 4): Stockholders approved the amendment and restatement of the Company's Stock Incentive Plan. For Against Abstentions Broker Non-Votes

56,567,614 3,021,111 538,404 49,455,325



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5. Approval of the proposed amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 5): Stockholders approved the proposed amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock. For Against Abstentions 99,516,356 9,103,641 962,458



Item 9.01 Financial Statements and Exhibits.

(d) Exhibit: 3.1 Certificate of Amendment of Restated Certificate of Incorporation



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Source: Edgar Glimpses


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