0001140361-23-001487.txt : 20230112 0001140361-23-001487.hdr.sgml : 20230112 20230112162849 ACCESSION NUMBER: 0001140361-23-001487 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230112 DATE AS OF CHANGE: 20230112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHNITZER STEEL INDUSTRIES, INC. CENTRAL INDEX KEY: 0000912603 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 930341923 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22496 FILM NUMBER: 23526191 BUSINESS ADDRESS: STREET 1: 299 SW CLAY ST. CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032249900 MAIL ADDRESS: STREET 1: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97296 FORMER COMPANY: FORMER CONFORMED NAME: SCHNITZER STEEL INDUSTRIES INC DATE OF NAME CHANGE: 19930927 DEFA14A 1 brhc10046628_defa14a.htm DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 
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Filed by a Party other than the Registrant  ☐
 
Check the appropriate box:
 
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Preliminary Proxy Statement
 
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
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Definitive Proxy Statement
 
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Definitive Additional Materials
 
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Soliciting Material under §240.14a-12
 
Schnitzer Steel Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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Fee paid previously with preliminary materials.
 
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

The following communication was first distributed to certain shareholders of Schnitzer Steel Industries, Inc. on or after January 12, 2023, along with previously filed solicitation materials.


As you may know, our Annual Meeting is quickly approaching on January 25. In addition to our usual proposals, we are asking shareholders to approve our new Omnibus Incentive Plan.

The ISS and Glass Lewis recommendations against the proposal contained material errors and have caused significant confusion for our shareholders. We are working with ISS to try to address these errors; however, we also filed the attached supplemental material to provide some additional context for our investors as they consider the proposal.

In particular, ISS incorrectly assumes that we will use the 1.6 million shares remaining under our prior plan. We will not. Using the correct share numbers and only what we are requesting, our plan cost (or SVT) falls from 24.91% to 16.87%, and reduces dilution (full) from 19.94% to 14.43%.

We also highlight in the letter that our three-year average burn rate is impacted by fiscal 2020, during which more shares were needed for grants given the company’s depressed stock price in the midst of the pandemic. We believe the most recent two years are much more indicative of actual grants and burn rate going forward, resulting in a burn rate during this period of 1.82%. Additionally, the company repurchases shares when prudent, including 3.5% of our outstanding shares in fiscal 2022, thus helping offset the dilutive impact of our share-based incentive program over time.

If you have any continuing concerns about the equity plan proposal, a member of our Compensation Committee would greatly appreciate the opportunity to engage with you. Please let us know and if you have any windows of availability in advance of the January 25th meeting.

Thank you.