UNITED STATES
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 (Date of earliest event reported): April 28, 2021
Commission File Number 000-22496
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Oregon |
| 93-0341923 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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299 SW Clay Street, Suite 350, Portland, Oregon |
| 97201 |
(Address of principal executive offices) |
| (Zip Code) |
(503) 224-9900
(Registrant’s telephone number, including area code)
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)s |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Class A Common Stock, $1.00 par value |
| SCHN |
| NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐ |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 28, 2021, the Board of Directors of Schnitzer Steel Industries, Inc. (the “Company”) adopted a non-qualified deferred compensation plan (the “Plan”) which provides the Company’s executive officers and a designated group of employees of the Company and its subsidiaries with the opportunity to elect to defer receipt of compensation including salary, bonuses, and certain equity awards made under the Company’s long-term incentive plan. The Plan also allows the Company to make discretionary contributions to participant accounts that may be subject to one or more vesting schedules. Participant contributions, excluding equity awards subject to vesting conditions, will be fully vested at all times. Distributions of participant accounts will be made following a participant’s separation of service, death, retirement, unforeseeable emergency, change-in-control of the Company, or as of a future payment date specified by the participant. In accordance with the terms of the Plan, distributions will generally be paid either in a single lump sum or annual installments, and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Current Report on Form 8-K by reference.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
10.1Schnitzer Steel Industries Deferred Compensation Plan
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURE
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.
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| SCHNITZER STEEL INDUSTRIES, INC. (Registrant) |
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Dated: May 4, 2021 | By: | /s/ Peter B. Saba |
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| Name: Peter B. Saba |
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| Title: Sr. V.P., General Counsel and Corporate Secretary |
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