|
Delaware
|
31-1401455
|
|
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
|
|
9227
Centre Pointe Drive, West Chester, OH
|
45069
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Solicitation
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))
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
1.
|
The
policy pursuant to which the Company’s Chief Executive Officer has limited
use of the Company plane for personal purposes has been modified effective
January 1, 2010 to eliminate the “gross-up” payments made to reimburse him
for individual income taxes incurred as a result of such
use. This change is intended to update the Company’s policy
with respect to personal use of the Company plane by the Chief Executive
Officer to make it consistent with current best
practices.
|
|
2.
|
The
Board determined that all new Executive Officer Change of Control
Agreements entered into between the Company and executive officers in the
future will not include “gross-up” payments to reimburse such officers for
individual excise or income taxes incurred with respect to benefits
triggered by a change in control of the Company. This change is
intended to reflect best practices with respect to the subject of gross up
payments in the context of change of control agreements, while still
respecting the Company’s contractual and other commitments to its existing
executive officers.
|
|
3.
|
The
Severance Agreement entered into with each of the Company’s executive
officers will be amended with respect to the payment of lump sums related
to the Company’s Annual Management Incentive Plan (the “MIP”). The
amendment addresses the benefits received by the executive officer when
that officer is involuntarily terminated without cause under circumstances
not involving a change in control of the Company. More
specifically, the amendment (i) reduces the amount of a lump sum payment
the executive officer may receive, and (ii) adds a potential pro-rata MIP
incentive payment for the year of termination, based upon when during the
year such termination occurs. The particular lump sum payment
affected by the amendment is calculated with reference to MIP target goals
and the amount of the reduction is equal to one half of the executive
officer’s MIP award payable at target. Both payments are
contingent upon the execution of a release of all claims in favor of the
Company. This amendment is not being made for the purpose of
changing the total severance benefits paid to an executive
officer. Rather, it is being made to eliminate a potential
issue concerning compliance with Section 162(m) of the Internal Revenue
Code of
1986, as amended. The total severance benefits paid to an executive
officer could be more or less after this amendment, depending upon the
circumstances at the time of
termination.
|
|
4.
|
The
Company’s Stock Incentive Plan (the “SIP”) is being amended to provide for
immediate vesting of unvested stock options upon a participant’s
disability. Previously, such options vested over the normal
course of the three-year vesting schedule upon disability. This
amendment is intended to treat the events of death and disability with
respect to stock options consistently under the SIP. The SIP
also is being amended effective January 1, 2010 to provide for the
continued vesting of restricted stock upon a participant’s retirement over
the normal course of its original vesting schedule. Previously,
the Compensation Committee had the discretion to waive all restrictions
remaining in respect to a retiring participant’s restricted stock, but if
such discretion was not exercised, the stock was forfeited upon the
participant’s retirement. The amendment also includes language
changes which are not substantive in nature, but rather are intended
simply to clarify that a participant’s termination without cause does not
trigger accelerated vesting of unvested stock
options.
|
|
5.
|
The
Company’s SIP also is being amended effective January 1, 2010 to modify
the definition of retirement. Previously, the definition of
retirement under the SIP required a participant to (a) have at least 30
years of service to the Company, (b) be at least age 65 with 5 years of
service to the Company, or (c) be at least age 55 with 15 years of service
to the Company. This amendment revises the above definition to
allow retirement if the participant (a) has at least 30 years of service
to the Company, (b) is at least age 60 with 5 years of service to the
Company, or (c) is at least age 55 with 10 years of service to the
Company. This amendment is intended to provide greater
consistency between the definition of retirement under the SIP and the
definition of retirement under the Company’s Executive Minimum and
Supplemental Retirement Plan (the
“SERP”).
|
|
6.
|
The
Company’s SERP is being amended to treat the events of death and
disability consistently. More specifically, the SERP is being
amended to provide that, upon a participant’s disability, the benefits
under the SERP will be paid within 30 days of such disability, regardless
of the participant’s age. Prior to the amendment, such benefits
would not be paid until the participant reaches the age of 55 in the event
of disability, but would be paid within 30 days in the event of death,
regardless of age. The SERP also is being amended to provide
for an offset in the calculation of the benefits paid under the SERP equal
in amount to benefits attributable to certain non-elective contributions
by the Company to a participant’s account in a tax-qualified defined
contribution plan sponsored by the
Company.
|
|
7.
|
The
Board adopted a policy regarding the recoupment of annual incentive
payments, long term performance awards, or other such performance-based,
incentive compensation (“Performance Compensation”). Under the
policy, if the Board determines that (a) an executive officer or any other
officer identified by the Board as an "officer" for purposes of Section
16a-1(f) of the Securities Exchange Act of 1934 (“Covered Officers”) has
engaged in knowing or intentional fraudulent or illegal conduct, and (b)
such conduct resulted in the achievement of financial results or the
satisfaction of performance metrics which increased the amount of
Performance Compensation which the Covered Officer received, then the
Board shall seek with respect to the Covered Officer to recoup (or, if the
Performance Compensation has not yet been paid, forfeiture of) as much of
the affected Performance Compensation as the Board deems appropriate under
the circumstances.
|
|
AK
STEEL HOLDING CORPORATION
|
|||
|
By:
|
/s/
David C. Horn
|
||
|
David
C. Horn
|
|||
|
Secretary
|
|||
|
Dated: October
28, 2009
|
|||