Attached files
| file | filename |
|---|---|
| 8-K - 8-K - AK STEEL HOLDING CORP | form8-kproxyvoteresults2014.htm |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
AK Steel Holding Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify that:
FIRST: At a meeting of the Board of Directors of the Corporation (the “Board”) on March 20, 2014, the terms and provisions of this Certificate of Amendment were duly approved by the Board by the adoption of resolutions setting forth the amendments contained herein, declaring such amendments to be advisable and authorizing submission of such amendments to the stockholders of the Corporation for approval at the Corporation’s 2014 Annual Meeting of Stockholders.
SECOND: Pursuant to a resolution of the Board, the 2014 Annual Meeting of Stockholders of the Corporation was duly called and held on May 29, 2014, upon notice in accordance with Section 222 of the DGCL and the Company’s By-Laws, at which meeting the necessary number of shares as required by statute were voted in favor of the amendments to the Corporation’s Restated Certificate of Incorporation set forth herein.
THIRD: The first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows:
“FOURTH: (a) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 325,000,000, consisting of 300,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), and 25,000,000 shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”).”
FOURTH: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FIFTH: This Certificate of Amendment shall be effective on the date on which it is accepted for filing by the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 30th day of May, 2014.
AK Steel Holding Corporation,
a Delaware corporation
By: /s/ David C. Horn
Name: David C. Horn
Title: Executive Vice President, Chief Legal and Administrative Officer and Secretary