Schnitzer Steel Industries Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

Commission File Number 000-22496

Schnitzer Steel Industries, Inc.

(Former name or former address, if changed since last report)

Appointment of Interim Chief Accounting Officer

On January 30, 2024, the Board of Directors of Radius Recycling, Inc. (the “Company”) elected Stefano R. Gaggini, the Company’s Senior Vice President and Chief Financial Officer, to also serve as the Company’s interim Chief Accounting Officer, effective January 31, 2024, while the Company conducts a search for a permanent replacement for the Company’s prior Chief Accounting Officer.

Mr. Gaggini, 52, has been the Company’s Senior Vice President and Chief Financial Officer since September 2022. Prior to that, he served as the Company’s Vice President, Deputy Chief Financial Officer and Chief Accounting Officer from September 2018 until August 2022 and as the Company’s Vice President, Corporate Controller and Chief Accounting Officer from December 2013 until September 2018. Prior to joining the Company, Mr. Gaggini was a senior manager at KPMG LLP, where he served in various auditing roles from 1998 until 2013 in the Portland, Oregon and Zurich, Switzerland offices.

The selection of Mr. Gaggini to serve as the Company’s interim Chief Accounting Officer in addition to his current roles was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Gaggini and any director or executive officer of the Company, and there are no transactions between Mr. Gaggini and the Company that would be required to be reported under Item 404(a) of Regulation S-K.  

Radius Recycling, Inc. 2024 Omnibus Incentive Plan

At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the corporate name of the Company from Schnitzer Steel Industries, Inc. to Radius Recycling, Inc. (the “Name Change”). On January 30, 2024, the Company effectuated the Name Change by filing articles of amendment of the Articles of Incorporation with the Oregon Secretary of State. The Company also amended and restated its Bylaws on the same day to reflect the Name Change. Copies of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated by reference herein. The only change to the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws is the change of the Company’s corporate name from Schnitzer Steel Industries, Inc. to Radius Recycling, Inc. in each document.

At the Annual Meeting, all proposals passed and each of the Company’s director nominees were elected. For more information on the following proposals submitted to shareholders, please see the Proxy Statement. Below are the final voting results.

Proposal No. 1 - Election of Directors

The Company’s shareholders elected Glenda J. Minor and Michael W. Sutherlin as Class III directors with terms expiring at the 2027 annual meeting of shareholders. The number of votes cast for or withheld and the broker non-votes were as follows:

Proposal No. 2 - Advisory Resolution on Executive Compensation

The Company’s shareholders voted, on an advisory basis, on the Company’s executive compensation as disclosed in the Proxy Statement, as follows:

Proposal No. 3 – Advisory Resolution on the Frequency of Future Shareholder Advisory Votes on Executive Compensation

The Company’s shareholders approved, on an advisory basis, the frequency of future shareholder advisory votes on executive compensation, as follows:

In light of the voting results on the frequency described above, and consistent with the Company’s recommendation, the Company’s Board of Directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers.  The Company is required to hold votes on frequency every six years.

Proposal No. 4 - 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, 2024, as follows:

Proposal No. 5 – Approval of the Radius Recycling, Inc. 2024 Omnibus Incentive Plan

The Company’s shareholders approved the Omnibus Incentive Plan, as follows:

Proposal No. 6 – Approval of an Amendment to the Articles of Incorporation to Change the Corporate Name to Radius Recycling, Inc.

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.