SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - November 5, 2019
(Date of Earliest Event Reported)
AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
(State of Incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
9227 Centre Pointe Drive, West Chester, Ohio 45069
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Solicitation 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock $0.01 Par Value
The New York Stock Exchange
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On November 5, 2019, AK Steel Holding Corporation (the “Company”) announced the retirement of Mr. Jaime Vasquez, its Vice President, Finance and Chief Financial Officer. Mr. Vasquez will continue to assist with the transition of his prior responsibilities and retire effective November 30, 2019.
As further discussed below, also on November 5, 2019, the Company announced the appointment of Mr. Christopher J. Ross, its existing Vice President and Treasurer, as the Company’s Vice President, Treasurer and Interim Chief Financial Officer, effective immediately.
On November 5, 2019, the Company issued a press release, a copy of which is attached hereto as Exhibit No. 99.1 and incorporated by reference herein, announcing these executive management changes.
In connection with Mr. Vasquez stepping down, the Company and its wholly-owned subsidiary, AK Steel Corporation (collectively, “AK Steel”), entered into an Agreement for Consulting Services with Mr. Vasquez that will begin on December 1, 2019 (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Vasquez will assist AK Steel with various transition and consulting services through February 29, 2020, for which he will earn a monthly fee substantially equivalent to his previous monthly base salary. The foregoing description of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2019.
(c) On November 5, 2019, the Company appointed Mr. Ross, age 51, who previously served as Vice President and Treasurer, as its Vice President, Treasurer and Interim Chief Financial Officer. Mr. Ross had been Vice President and Treasurer since January 2018. Prior to that, he served as Treasurer since February 2016 and General Manager, Cash Management and Finance since August 2012. Mr. Ross has served in a number of financial and strategic roles since joining the Company over twenty years ago, including strategic planning, financial planning and analysis, products and marketing, investor relations and accounting. Prior to joining the company, Mr. Ross served in commercial lending and underwriting roles with U.S. Bank and J.P. Morgan.
Mr. Ross has no related person transactions with the Company and no family relationships exist between Mr. Ross and any of the Company’s Directors or other Executive Officers.
(e) As a result of Mr. Ross’s promotion and to reflect the increased level of responsibility and leadership in the Company, his annual base salary will be increased to $325,000. Mr. Ross will continue as a participant in the Company’s various executive compensation plans at the same levels in which he previously participated. Descriptions of those plans are included in the Company’s 2019 Proxy Statement, as filed with the Securities and Exchange Commission on April 10, 2019.
The aforementioned description of the Consulting Agreement is incorporated by reference herein. Mr. Vasquez also entered into a Separation and Release of Claims Agreement under which he released and discharged AK Steel from any and all claims in consideration for compensation consistent with his contractual arrangements prior to stepping down.
Financial Statements and Exhibits.
Press Release issued on November 5, 2019
Cover Page Interactive Data File (embedded as Inline XBRL document)
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.
AK STEEL HOLDING CORPORATION
/s/ Joseph C. Alter
Joseph C. Alter
November 5, 2019
Media - Lisa H. Jester, Corporate Manager, Communications and Public Relations (513) 425-2510
Investors - Douglas O. Mitterholzer, General Manager, Investor Relations (513) 425-5215
AK Steel Announces Retirement of Chief Financial Officer Jaime Vasquez,
Names Christopher Ross Interim Chief Financial Officer
West Chester, OH, November 5, 2019 - AK Steel (NYSE: AKS) said today that Jaime Vasquez, Vice President, Finance and Chief Financial Officer, will retire effective November 30, 2019, and will continue to assist with the transition of his responsibilities over the next few months.
“Jaime’s experience and financial focus have served the company well as we forged a new strategic path,” said Roger K. Newport, Chief Executive Officer of AK Steel. “We wish him the best in the years ahead.”
Christopher J. Ross, AK Steel Vice President and Treasurer, has been named Vice President, Treasurer and Interim Chief Financial Officer effective today. “Chris’s financial acumen and vast experience in a number of financial and strategic roles within and outside the company is a real
asset,” said Roger Newport. “I congratulate Chris and look forward to working with him in his new role.”
In addition, Joseph C. Alter, Vice President, General Counsel, and Corporate Secretary, will take on responsibility for Purchasing and Brian K. Bishop, Vice President Carbon Steel Operations will assume responsibility for Information Technology.
Chris was named Vice President and Treasurer in January 2018. Prior to that role he served as Treasurer since 2016 and General Manager, Cash Management since 2012. Chris has served in a number of financial and strategic roles since joining the company over 20 years ago, including strategic planning, financial planning and analysis, products and marketing, investor relations and accounting. He began his AK Steel career in 1997 as a Cost Accountant at Middletown Works. Outside of his AK Steel career, Chris served as Director of Investor Relations for Omnicare, Inc. and held Credit and Portfolio Manager positions with U.S. Bank and J.P. Morgan. Chris holds a Bachelor of Arts degree in Economics and an MBA in Finance from the University of Cincinnati.
AK Steel is a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, including electrical power, and distributors and converters markets. Through its subsidiaries, the company also provides customer solutions with carbon and stainless steel tubing products, hot- and cold-stamped components, and die design and tooling. Headquartered in West Chester, Ohio (Greater Cincinnati), the company has approximately 9,500 employees at manufacturing operations in the United States, Canada and Mexico, and facilities in Western Europe. Additional information about AK Steel is available at www.aksteel.com.