Item 5.07 Submission of Matters to a Vote of Security Holders
Schnitzer Steel Industries, Inc. (the "Company") held its 2023 annual meeting of
shareholders (the "Annual Meeting") on January 25, 2023. Prior to the Annual
Meeting, the Company determined that withdrawal of Proposal No. 4 related to the
2023 Omnibus Incentive Plan was appropriate at that time. Accordingly, Proposal
No. 4 was not submitted to shareholders for a vote at the Annual Meeting. At
the Annual Meeting, all proposals passed and each of the Company's director
nominees was elected. For more information on the following proposals submitted
to shareholders, please see the Company's proxy statement filed with the
Securities and Exchange Commission on December 14, 2022. Below are the final
voting results.
Proposal No. 1 - Election of Directors
The Company's shareholders elected Gregory R. Friedman and Tamara L. Lundgren as
Class II directors with terms expiring at the 2026 annual meeting of
shareholders and Leslie L. Shoemaker as a Class I director with a term expiring
at the 2025 annual meeting of shareholders. The number of votes cast for or
withheld and the broker non-votes were as follows:
Name For Withheld Broker Non-Votes
Gregory R. Friedman 22,023,241 113,734 1,467,336
Tamara L. Lundgren 20,879,188 1,257,787 1,467,336
Leslie L. Shoemaker 22,032,214 104,761 1,467,336
Proposal No. 2 - Advisory Resolution on Executive Compensation
The Company's shareholders voted, on an advisory basis, on the Company's
executive compensation as disclosed in the Company's proxy statement, as
follows:
For Against Abstain Broker Non-Votes
21,092,743 990,956 53,276 1,467,336
Proposal No. 3 - Ratification of the Selection of Independent Registered Public
Accounting Firm
The Company's shareholders ratified the selection of PricewaterhouseCoopers LLP
to serve as the Company's independent registered public accounting firm for the
fiscal year ending August 31, 2023, as follows:
For Against Abstain Broker Non-Votes
22,042,663 1,497,815 63,833 -
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