Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of CertTain
Officers.
On November 9, 2020, the Board of Directors (the "Board") of Schnitzer Steel
Industries, Inc. (the "Company") increased the number of authorized directors
from eight to nine and elected Glenda J. Minor to serve as a Class III director
with a term expiring at the Company's 2021 annual meeting of shareholders. Ms.
Minor was also appointed to serve on the Audit and Nominating & Corporate
Governance Committees of the Board.
Ms. Minor has extensive finance and international leadership experience at
Fortune 100 public and private companies in the automotive, steel and defense
industries throughout North America, Europe, Asia and South America. Since 2016,
she has served as Chief Executive Officer and Principal of Silket Advisory
Services, a privately-owned consulting firm. Silket Advisory Services advises
companies on financial, strategic, and operational initiatives. From 2010 until
2015, Ms. Minor was Senior Vice President and Chief Financial Officer of EVRAZ
North America Limited. Prior to this, Ms. Minor held both domestic and
international executive finance roles with increasing levels of managerial
responsibility at Visteon Corporation and DaimlerChrysler, as well as financial
management roles at General Motors Corporation and General Dynamics
Corporation. Ms. Minor currently serves on the Boards of Directors of
Curtiss-Wright Corporation and Albemarle Corporation.
As a non-employee director, Ms. Minor will participate in the Company's
non-employee director compensation arrangements as described in the Company's
2020 annual meeting proxy statement filed with the Securities and Exchange
Commission ("SEC") on December 18, 2019. In connection with her election to the
Board, Ms. Minor received a prorated stock award consisting of 1,158 Deferred
Stock Units with a grant date value of $25,785. In addition, it is expected that
Ms. Minor will enter into the Company's standard form of indemnification
agreement. The form of the indemnification agreement was filed as Exhibit 10.1
to the Company's Current Report on Form 8-K filed with the SEC on May 3, 2016
and is incorporated herein by reference.
There is no arrangement or understanding between Ms. Minor and any other persons
pursuant to which such director was selected as a director nor are there any
family relationships between Ms. Minor and any of the Company's executive
officers and directors. In addition, there are no transactions involving the
Company and Ms. Minor that are reportable pursuant to Item 404(a) of Regulation
S-K.
On November 12, 2020, the Company issued a press release announcing the election
of Ms. Minor, a copy of which is attached hereto as Exhibit 99.1, and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Schnitzer Steel Industries, Inc. issued on November
12, 2020.
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