Amendments to the Registrant�s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

As part of its periodic review of the Code of Ethical Business Conduct (the 'Code'), on April 27, 2021, United States Steel Corporation's (the 'Corporation') Board of Directors approved and adopted certain amendments to the Code. The amendments include updating the Corporation's guiding principles, expanding the discussion of the Corporation's strategy and sustainability efforts, and incorporating additional information regarding psychological safety and inclusion and diversity. The amended Code also includes other clarifying and non-substantive revisions.

The summary of the amendments to the Code included in this current report on Form 8-K is qualified in its entirety by reference to the full text of the Code, as amended, which can be found on the Corporation's website at www.ussteel.com under 'About - Ethics & Compliance.'

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Corporation was held on April 27, 2021. The following matters were acted upon:

1. ELECTION OF DIRECTORS

Tracy A. Atkinson, David B. Burritt, John J. Engel, John V. Faraci, Murry S. Gerber, Jeh. C. Johnson, Paul A. Mascarenas, Michael H. McGarry, David S. Sutherland and Patricia A. Tracey were elected as directors, to serve an annual term expiring at the 2022 annual meeting of stockholders, by the following votes:

Nominee Votes For Votes Against Abstentions Broker Non-Votes
Tracy A. Atkinson 123,749,829 2,871,493 1,150,393 51,611,147
David B. Burritt 122,603,710 4,036,504 1,131,501 51,611,147
John J. Engel 102,812,642 23,758,562 1,200,511 51,611,147
John V. Faraci 123,324,081 3,089,086 1,358,548 51,611,147
Murry S. Gerber 123,287,990 3,062,704 1,421,021 51,611,147
Jeh C. Johnson 123,428,877 3,098,200 1,244,638 51,611,147
Paul A. Mascarenas 123,352,438 3,041,133 1,378,144 51,611,147
Michael H. McGarry 123,401,448 2,960,099 1,410,168 51,611,147
David S. Sutherland 122,699,051 3,161,694 1,910,970 51,611,147
Patricia A. Tracey 122,497,032 4,127,022 1,147,661 51,611,147

2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

The results of the non-binding advisory vote to approve the compensation of certain executive officers of the Corporation were as follows:

Votes For Votes Against Abstentions Broker Non-Votes
117,573,390 8,428,797 1,769,528 51,611,147

3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation for 2021 was ratified by the following votes:



Votes For Votes Against Abstentions Broker Non-Votes
173,162,014 4,837,450 1,383,398 0

4. AMENDMENT AND RESTATEMENT OF THE 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

The amendment and restatement of the 2016 Omnibus Incentive Compensation Plan was approved by the following votes:

Votes For Votes Against Abstentions Broker Non-Votes
118,829,320 7,363,117 1,579,278 51,611,147





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U.S. Steel - United States Steel Corporation published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 20:38:01 UTC.