8-K
filed May 6, 2026, 7:59 PM ET
ticker RYZ
CIK 0001481582
other material
confidence high
sentiment neutral
materiality 0.50
Ryerson stockholders approve 1.5M share increase in 2014 incentive plan; director Calhoun departs
Ryerson Holding Corp
- Stockholders approved Third Amended and Restated 2014 Omnibus Incentive Plan, adding 1,500,000 shares and extending expiration to April 29, 2036.
- Kirk K. Calhoun was not re-nominated and ceased as director effective April 30, 2026.
- Stockholders approved charter amendment to permit officer exculpation as allowed by Delaware law.
- All director nominees elected (Kotzubei, Lehner, Norment); KPMG ratified as auditor; say-on-pay passed with 64% support.
- Proposal to amend incentive plan received 31,049,819 votes for, 14,482,704 against; broker non-votes of 2,677,333.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kirk K. Calhoun departed as Director at Ryerson Holding Corp.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
Kirk K. Calhoun was not nominated for re-election to the Board at the Annual Meeting, and effective as of April 30, 2026, he ceased to serve as a director of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Ryerson Holding Corp: Amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law (effective 2026-05-05).
- Change
- charter amendment
- Effective
- 2026-05-05
Exact text from the filing
On April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Ryerson Holding Corp shareholders approved Approval of the Third Amended and Restated 2014 Omnibus Incentive Plan at the 2026-04-30 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
PROPOSAL 3: Approval of the Third Amended and Restated 2014 Omnibus Incentive Plan; For Against Abstain Broker Non-Votes 31,049,818.60 14,482,704.00 59,928.00 2,677,333.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Ryerson Holding Corp shareholders approved Approval of the amendment to our amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware Law at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
PROPOSAL 4: Approval of the amendment to our amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware Law; For Against Abstain Broker Non-Votes 38,925,844.60 6,634,381.00 32,225.00 2,677,333.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Ryerson Holding Corp shareholders approved The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote) at the 2026-04-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
PROPOSAL 5: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote). For Against Abstain Broker Non-Votes 29,296,410.60 16,223,624.00 72,416.00 2,677,333.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Ryerson Holding Corp shareholders approved Election of Class III Directors at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
PROPOSAL 1: Election of Class III Directors Name For Withheld/ Abstain Broker Non-Votes Jacob Kotzubei 37,225,663.60 8,366,787.00 2,677,333.00 Edward J. Lehner 45,065,686.60 526,764.00 2,677,333.00 Philip E. Norment 45,257,336.60 335,114.00 2,677,333.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Ryerson Holding Corp shareholders approved Ratification of the appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026 at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
PROPOSAL 2: Ratification of the appointment of KPMG LLP as Ryerson’s independent registered public accounting firm for 2026. For Against Abstain 48,197,166.60 36,093.00 36,524.00
View on SEC.gov
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