Attached files
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EX-3.1 - EXHIBIT 3.1 FIRST AMENDMENT TO BY-LAWS OF AK STEEL HOLDING CORPORATION - AK STEEL HOLDING CORP | exhibit3-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT – January 21, 2010
(Date
of Earliest Event Reported)
AK
STEEL HOLDING CORPORATION
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(Exact
name of registrant as specified in its charter)
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Commission
File No. 1-13696
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Delaware
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31-1401455
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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9227
Centre Pointe Drive
West
Chester, OH
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45069
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (513) 425-5000
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Solicitation
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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At
a regular meeting of the Board of Directors of AK Steel Holding Corporation (the
“Company”) held on January 21, 2010, the Board, acting upon the recommendation
of the Nominating & Governance Committee, approved and adopted an amendment
to the Company’s By-laws to provide for the election of directors by majority
voting in uncontested elections (the “Amendment”). The Amendment will
not be effective until immediately following the conclusion of the Company’s
2010 annual meeting of stockholders.
Section
7(a) of the By-laws was amended to provide that each director in an uncontested
election shall be elected by the vote of the majority of votes cast at any
meeting for the election of directors. Director nominees in contested
elections will continue to be elected by the vote of a plurality of the votes
cast.
The
Amendment also includes a director resignation procedure consistent with the
aforementioned majority vote standard requiring an incumbent director who does
not receive the requisite affirmative majority of the votes cast for his or her
re-election to tender his or her resignation to the Board within 30
days.
The
preceding is qualified in its entirety by reference to the Amendment, which is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item
9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits
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3.1
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First
Amendment to By-laws of AK Steel Holding Corporation
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SIGNATURES
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
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By:
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/s/
David C. Horn
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David
C. Horn
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Secretary
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Dated:
January 26, 2010
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EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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First
Amendment to By-laws of AK Steel Holding
Corporation
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