8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8‑K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT - September 7, 2016

(Date of Earliest Event Reported)

AK STEEL HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No. 1-13696

Delaware	31-1401455
(State of Incorporation)	(I.R.S. Employer Identification No.)
9227 Centre Pointe Drive West Chester, OH	45069
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (513) 425-5000

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):

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2016 Special Meeting of Stockholders ("Special Meeting") held on September 7, 2016, the stockholders of AK Steel Holding Corporation (the “Company”) approved an amendment to its Restated Certificate of Incorporation to increase the authorized shares of the Company’s common stock from 300 million to 450 million shares. This description of the amendment to the Restated Certificate of Incorporation is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Restated Certificate of Incorporation, as filed with the Secretary of State of Delaware, a copy of which is attached hereto as Exhibit 3.1. The Certificate of Amendment of Restated Certificate of Incorporation is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-210785) filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2016 (as amended by Post-Effective Amendment No. 1 filed on June 13, 2016) and the Registration Statement on Form S-8 (File No. 333-212777) filed with the SEC on July 29, 2016.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 7, 2016, the Company held its Special Meeting. The sole proposal subject to a vote at the Special Meeting was described in detail in the Company’s Proxy Statement filed with the SEC on July 25, 2016. With respect to the sole proposal, the Company’s stockholders voted as indicated below.

1.    Approval of the proposed amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal No. 1): Stockholders approved the proposed amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

For	Against	Abstentions
167,562,660	23,998,904	2,964,802

Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibit:
		3.1	Certificate of Amendment of Restated Certificate of Incorporation

SIGNATURES

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.

	AK STEEL HOLDING CORPORATION
	By:	/s/ Joseph C. Alter
		Joseph C. Alter
		Corporate Secretary
Dated: September 8, 2016

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate Of Amendment Of Restated Certificate Of Incorporation

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

AK Steel Holding Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify that:

FIRST: At a meeting of the Board of Directors of the Corporation (the “Board”) on June 10, 2016, the terms and provisions of this Certificate of Amendment were duly approved by the Board by the adoption of resolutions setting forth the amendments contained herein, declaring such amendments to be advisable and authorizing submission of such amendments to the stockholders of the Corporation for approval at the Corporation’s 2016 Special Meeting of Stockholders held on September 7, 2016.

SECOND: Pursuant to the aforementioned resolution of the Board, the 2016 Special Meeting of Stockholders of the Corporation was duly called and held on September 7, 2016, upon notice in accordance with Section 222 of the DGCL and the Company’s By-Laws, at which meeting the necessary number of shares as required by statute were voted in favor of the amendments to the Corporation’s Restated Certificate of Incorporation set forth herein.

THIRD: The existing section (a) of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows:

“FOURTH: (a) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 475,000,000, consisting of 450,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), and 25,000,000 shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”).”

FOURTH: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

FIFTH: This Certificate of Amendment shall be effective on the date on which it is accepted for filing by the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 7^th day of September, 2016.

AK Steel Holding Corporation,

A Delaware corporation

By:     /s/ Joseph C. Alter        

Name:     Joseph C. Alter

Title:     Vice President, General Counsel and Corporate Secretary