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 - May 28, 2015
(Date of Earliest Event Reported)
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| AK STEEL HOLDING CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Commission File No. 1-13696 |
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| Delaware | | 31-1401455 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
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9227 Centre Pointe Drive West Chester, OH | | 45069 |
| (Address of principal executive offices) | | (Zip Code) |
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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| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| q | Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 28, 2015, the Company held its 2015 Annual Meeting of Stockholders. Each proposal subject to a vote at the 2015 Annual Meeting was described in detail in the Company’s 2015 Proxy Statement. With respect to each of the proposals the Company’s stockholders voted as indicated below.
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| 1. | Election of Directors (Proposal No. 1): Stockholders re-elected each of the following Directors: |
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| | For | Against | Abstentions | Broker Non-Votes |
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| Richard A. Abdoo | 62,418,070 | 1,363,423 | 454,522 | 75,281,915 |
| John S. Brinzo | 62,391,090 | 1,385,447 | 459,477 | 75,281,915 |
| Dennis C. Cuneo | 62,840,307 | 940,394 | 455,314 | 75,281,915 |
| Sheri H. Edison | 62,847,441 | 928,398 | 460,176 | 75,281,915 |
| Mark G. Essig | 62,831,504 | 950,280 | 454,231 | 75,281,915 |
| William K. Gerber | 62,875,387 | 909,042 | 451,586 | 75,281,915 |
| Robert H. Jenkins | 62,765,765 | 1,008,520 | 461,729 | 75,281,915 |
| Ralph S. Michael, III | 62,480,599 | 1,296,196 | 459,220 | 75,281,915 |
| Dr. James A. Thomson | 62,830,612 | 956,001 | 449,402 | 75,281,915 |
| James L. Wainscott | 62,393,272 | 1,383,761 | 458,982 | 75,281,915 |
| Vicente Wright | 62,889,395 | 886,246 | 460,374 | 75,281,915 |
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| 2. | Ratification of independent registered public accounting firm (Proposal No. 2): Stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015. |
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| For | Against | Abstentions |
| 136,346,409 | 2,320,275 | 851,246 |
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| 3. | Advisory vote on Named Executive Officer compensation (Proposal No. 3): Stockholders approved the resolution to approve the compensation of the Named Executive Officers. |
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| For | Against | Abstentions | Broker Non-Votes |
| 59,724,050 | 3,958,037 | 553,927 | 75,281,915 |
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| 4. | Re-approval of the material terms of the performance goals under the Company’s Long-Term Performance Plan (Proposal No. 4): Stockholders re-approved the material terms of the performance goals under the Company’s Long-Term Performance Plan. |
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| For | Against | Abstentions | Broker Non-Votes |
| 61,893,985 | 1,859,355 | 482,675 | 75,281,915 |
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| 5. | Re-approval of the material terms of the performance goals under the Company’s Stock Incentive Plan (Proposal No. 5): Stockholders re-approved the material terms of the performance goals under the Company’s Stock Incentive Plan. |
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| For | Against | Abstentions | Broker Non-Votes |
| 61,517,670 | 2,170,075 | 548,269 | 75,281,915 |
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.
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| | AK STEEL HOLDING CORPORATION | |
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| | By: | /s/ Joseph C. Alter | |
| | | Joseph C. Alter | |
| | | Corporate Secretary | |
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| Dated: May 29, 2015 | | | |
