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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2023 (April 25, 2023)
United States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 1-16811 | | 25-1897152 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices, and Zip Code)
(412) 433-1121
Registrant’s Telephone Number, Including Area Code
____________________________________________
(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):
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | X | New York Stock Exchange |
Common Stock | X | Chicago Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| 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 Section 13(a) of the Exchange Act. ☐ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the United States Steel Corporation (the “Corporation”) was held on April 25, 2023. The following matters were acted upon:
1. ELECTION OF DIRECTORS
Tracy A. Atkinson, Andrea J. Ayers, David B. Burritt, Alicia J. Davis, Terry L. Dunlap, John J. Engel, John V. Faraci, Murry S. Gerber, Jeh. C. Johnson, Paul A. Mascarenas, Michael H. McGarry, David S. Sutherland and Patricia A. Tracey were elected as directors, to serve an annual term expiring at the 2024 annual meeting of stockholders, by the following votes:
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| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Tracy A. Atkinson | 140,544,458 | 3,591,009 | 573,811 | 33,544,167 |
| Andrea J. Ayers | 141,464,873 | 2,771,078 | 473,327 | 33,544,167 |
| David B. Burritt | 140,662,500 | 3,313,871 | 732,907 | 33,544,167 |
| Alicia J. Davis | 141,384,120 | 2,672,191 | 652,967 | 33,544,167 |
| Terry L. Dunlap | 140,614,880 | 3,505,753 | 588,645 | 33,544,167 |
| John J. Engel | 139,287,540 | 4,913,800 | 507,938 | 33,544,167 |
| John V. Faraci | 140,280,466 | 3,927,077 | 501,735 | 33,544,167 |
| Murry S. Gerber | 140,136,559 | 3,963,418 | 609,301 | 33,544,167 |
| Jeh C. Johnson | 140,092,855 | 4,065,796 | 550,627 | 33,544,167 |
| Paul A. Mascarenas | 140,906,199 | 3,051,283 | 751,796 | 33,544,167 |
| Michael H. McGarry | 129,623,347 | 14,661,585 | 424,346 | 33,544,167 |
| David S. Sutherland | 139,513,872 | 4,688,953 | 506,453 | 33,544,167 |
| Patricia A. Tracey | 138,229,209 | 6,061,298 | 418,771 | 33,544,167 |
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION
The results of the non-binding advisory vote to approve the compensation of certain executive officers of the Corporation were as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 137,511,191 | 6,386,717 | 811,370 | 33,544,167 |
3. ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
The results of the non-binding advisory vote to approve the frequency of the stockholder vote on compensation paid to certain executive officers of the Corporation were as follows:
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| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 132,619,204 | 1,093,081 | 10,437,671 | 559,322 | 0 |
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation for 2023 was ratified by the following votes:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 171,408,067 | 5,880,808 | 964,570 | 0 |
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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| Exhibit No. | Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
UNITED STATES STEEL CORPORATION
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| By | /s/ Manpreet S. Grewal |
| Manpreet S. Grewal |
| Vice President, Controller & Chief Accounting Officer |
Dated: April 28, 2023