Ancora Urges U.S. Steel’s Board of Directors to Delay the 2025 Annual Meeting of Stockholders
Asserts Shareholders Need Clarity on the Longshot Litigation Over the Blocked Sale to Nippon Prior to Voting on Future Leadership
Notes a Growing Chorus of Shareholders Have Expressed Support for Delaying the Annual Meeting
Underscores That Holding This Critical Director Election While the Board Continues to Promote False Hope of Closing the Nippon Transaction Would Be an Entrenchment Maneuver
United States Steel Corporation
600 Grant Street
Pittsburgh, PA 15219
Attn: The Board
Dear Members of the Board,
Ancora is a growing shareholder of U.S. Steel. Despite the Board’s apparent disregard for feedback coming from employees, legislators, regulators, two U.S. Presidents and shareholders, we continue to hold out hope that you will begin making decisions that are in the best interests of the Company’s stakeholders. Specifically, the Board has the ability to delay the 2025 Annual Meeting until there is clarity on the Company’s “Hail Mary” litigation to revive the seemingly dead sale to Nippon.
As you are aware, Ancora has nominated nine highly qualified and independent candidates for election to the Board at this year’s Annual Meeting. Our slate includes industry legend Alan Kestenbaum, who is prepared to step into the Chief Executive Officer role to turn the operations of the Company around and produce tangible value for U.S. Steel shareholders.
Shareholders have an extremely important decision to make regarding the future of the Company at this year’s Annual Meeting. Prior to casting their vote, shareholders deserve to know the outcome of the Company’s “Hail Mary” litigation in order to make a fully informed decision. It would be entirely unfair, and we believe a breach of your fiduciary duties, to hold the Annual Meeting during a period of self-manufactured uncertainty pertaining to the deal.
Based on our views and feedback received from a growing chorus of shareholders, we urge the Board to immediately commit to designating a date for this year’s Annual Meeting that is at least 45 days following the June 18th outside date for unwinding the merger agreement.
Seeking to hold the Annual Meeting during this period of extraordinary uncertainty while pursuing a blocked deal in defiance of a former president’s executive order and a current president’s stated opposition would represent a self-serving entrenchment tactic. We hope you will make the right decision to delay the Annual Meeting. Doing so is permissible under Delaware Law and is warranted and appropriate here given the critical mitigating circumstances.
We encourage fellow shareholders to make their views known that delaying the Annual Meeting is necessary.
Regards,
Fredrick D. DiSanto
Chairman and Chief Executive Officer
Ancora Holdings Group, LLC
James Chadwick
President
Ancora Alternatives LLC
Source:
Comentarios