Document


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):   January 25, 2017

SCHNITZER STEEL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
OREGON
(State or Other Jurisdiction
of Incorporation)
0-22496
(Commission File Number)
93-0341923
(I.R.S. Employer
Identification No.)


299 SW Clay St., Suite 350
Portland, OR
(Address of Principal Executive Offices)
 
 
97201
(Zip Code)

Registrant’s Telephone Number Including Area Code:  (503) 224-9900
 
 
NO CHANGE
(Former name or former address, if changed since last report)
 
 _______________________________



 
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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07
Submission of Matters to a Vote of Security Holders

Schnitzer Steel Industries, Inc. (the “Company”) held its 2017 annual meeting of shareholders on January 25, 2017.  There were 26,999,844 shares of common stock entitled to be voted. There were 24,257,281 shares voted in person or by proxy.  For more information on the following proposals submitted to shareholders, please see the Company’s proxy statement filed with the Securities and Exchange Commission on December 15, 2016.  Below are the final voting results.

 
Proposal No. 1 - Election of Directors
Under the Company’s articles of incorporation and bylaws, the Company’s Board of Directors is divided into three classes, each with a three-year term. The Company’s shareholders elected (i) Wayland R. Hicks, (ii) Judith A. Johansen and (iii) Tamara L. Lundgren as Class II directors with terms expiring at the 2020 annual meeting of shareholders. The number of votes cast for or withheld and the broker non-votes were as follows:
Name
 
For
 
Withhold
 
Broker Non-Votes
Wayland R. Hicks
 
20,680,743
 
706,333
 
2,870,205
Judith A. Johansen
 
20,663,187
 
723,889
 
2,870,205
Tamara L. Lundgren
 
20,675,198
 
711,878
 
2,870,205


Proposal No. 2 - Advisory Resolution on Executive Compensation
The Company’s shareholders approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s proxy statement, as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
20,574,957
 
761,200
 
50,919
 
2,870,205


Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2017, as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
24,164,471
 
70,389
 
22,421
 


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.
  
 
SCHNITZER STEEL INDUSTRIES, INC.
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
Dated:    January 30, 2017
By:
/s/  Peter B. Saba
 
 
 
Name:  Peter B. Saba
 
 
 
Title:    Sr. V.P., General Counsel and Secretary