Ancora Reiterates Call for U.S. Steel’s Board of Directors to Delay the 2025 Annual Meeting of Stockholders

Rhea-AI Summary

Ancora Holdings Group, a shareholder of U.S. Steel (NYSE: X), is demanding the delay of the company's 2025 Annual Meeting of Stockholders due to uncertainty surrounding the blocked sale to Nippon Steel . Ancora argues that shareholders lack important information about the merger litigation and contingency plans.

The investment firm challenges the Board to justify holding the meeting before the June 18th merger agreement outside date, emphasizing that stockholders need more clarity to make informed voting decisions. Ancora notes that even with a second CFIUS review, the Trump administration's opposition and national security concerns raised by Vice President J.D. Vance and Secretary of State Marco Rubio remain unchanged.

As an alternative, Ancora proposes installing Alan Kestenbaum as CEO along with new directors to implement a plan focused on restoring iconic assets, improving performance, and ensuring job security for unionized workforce.

Positive

• Ancora owns significant stake (2.5M+ shares) showing strong commitment to company's future
• Alternative plan includes experienced steel industry executive (Alan Kestenbaum) as CEO candidate
• Proposal focuses on protecting union jobs and improving operational performance

Negative

• Blocked Nippon Steel merger creates significant uncertainty for company's future
• Current management providing transparency about contingency plans
• Ongoing opposition from Trump administration and key political figures suggests merger unlikely to proceed

Believes Stockholders, Employees and Other Stakeholders Need More Clarity and Transparency About the Company’s Path Forward

Challenges the Board to Explain Why Shareholders Should Vote With Unnecessarily Incomplete Information

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”), a shareholder of United States Steel Corporation (NYSE: X) (“U.S. Steel” or the “Company”), is reiterating its view that the Company’s Board of Directors (the “Board”) can and should delay the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in light of the tremendous uncertainty related to the blocked sale to Nippon Steel Corporation (“Nippon”). Ancora is also encouraging all of its fellow stakeholders to share their independent views about the impact of U.S. Steel holding its Annual Meeting, when CEO David Burritt and other incumbent directors will stand for reelection, prior to more information coming to light about the blocked transaction and leadership’s plans.

Fredrick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:

“Although the Board ignored our February 27^th letter, we are once again calling on U.S. Steel to delay its Annual Meeting until there is much-needed clarity pertaining to the blocked sale to Nippon. U.S. Steel’s sparse proxy statement – which failed to include any key detail regarding the unprecedented, ‘Hail Mary’ merger litigation or the Company’s contingency plans – and nebulous Form 8-K on March 17^th about engagement with the federal government have only served to raise more questions about the blocked transaction. Indeed, we continue to hear from stockholders, labor representatives and other stakeholders who feel completely in the dark. While complete and accurate disclosure is of critical importance in any stockholder vote, we believe it is of even greater importance in connection with the election of directors in the midst of transformational M&A activity. We believe the Board will be breaching its fiduciary duties if it holds the Annual Meeting on an unnecessarily rushed timeline that deprives stockholders of information that will come out over the course of May and June.”

Based on extensive analysis conducted by Ancora’s expert legal advisors, we contend the Board can and should delay the Annual Meeting until after the June 18^th outside date within the merger agreement with Nippon so that U.S. Steel’s stockholders can vote on an informed basis about the direction of the Company. Ancora challenges the Board to publicly disclose any legitimate reasons for wanting to hold the Annual Meeting any sooner.

Even if there is a second review of the Nippon transaction by the Committee on Foreign Investment in the United States (“CFIUS”), there is no reason to believe the outcome will be any different. The Trump administration has not wavered in its opposition to the merger, CFIUS is now composed of individuals appointed by President Donald Trump and the national security concerns previously articulated by Vice President J.D. Vance and Secretary of State Marco Rubio still exist today. In light of the continued uncertainty, the only reliable solution is the superior future Ancora is offering the Company’s stakeholders: the prospect of a proven steel company CEO, Alan Kestenbaum, and highly qualified directors executing a credible plan to restore the Company’s most iconic assets, improve the financial and operational performance of the business, and provide job security for U.S. Steel’s unionized workforce.

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit https://www.ancoraalts.com/.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Ancora Catalyst Institutional, LP (“Ancora Catalyst Institutional”), together with the other participants named herein, has filed a preliminary proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Ancora Catalyst Institutional’s slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of United States Steel Corporation, a Delaware corporation (the “Company”).

ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are expected to be Ancora Catalyst Institutional, Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora Catalyst, LP (“Ancora Catalyst”), Ancora Merlin Institutional, LP (“Ancora Merlin Institutional”), Ancora Merlin, LP (“Ancora Merlin”), Ancora Impact Fund LP Series CC (“Ancora Impact CC”), Ancora Impact Fund LP Series DD (“Ancora Impact DD”), Ancora Alternatives LLC, (“Ancora Alternatives”), Ancora Holdings Group, LLC (“Ancora Holdings”), Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher, Jr., Dr. James K. Hayes, Alan Kestenbaum, Roger K. Newport, Shelley Y. Simms, Peter T. Thomas, and David J. Urban.

As of the date hereof, Ancora Catalyst Institutional directly beneficially owns 440,932 shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company, 100 shares of which are held in record name. As of the date hereof, Ancora Bellator directly beneficially owns 239,599 shares of Common Stock. As of the date hereof, Ancora Catalyst directly beneficially owns 47,919 shares of Common Stock. As of the date hereof, Ancora Merlin Institutional directly beneficially owns 444,898 shares of Common Stock. As of the date hereof, Ancora Merlin directly beneficially owns 45,415 shares of Common Stock. As of the date hereof, Ancora Impact CC directly beneficially owns 518,909 shares of Common Stock. As of the date hereof, Ancora Impact DD directly beneficially owns 286,169 shares of Common Stock. As of the date hereof, Mr. DiSanto directly beneficially owns 10,000 shares of Common Stock. As of the date hereof, Mr. Kestenbaum directly beneficially owns 500,000 shares of Common Stock. As the investment advisor and general partner to each of Ancora Catalyst Institutional, Ancora Bellator, Ancora Catalyst, Ancora Merlin Institutional, Ancora Merlin, Ancora Impact CC, Ancora Impact DD and certain separately managed accounts (the “Ancora Alternatives SMAs”), Ancora Alternatives may be deemed to beneficially own the 440,932 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 47,919 shares of Common Stock beneficially owned directly by Ancora Catalyst, 239,599 shares of Common Stock beneficially owned directly by Ancora Bellator, 444,898 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 45,415 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 490,030 shares of Common Stock held in the Ancora Alternatives SMAs. As the sole member of Ancora Alternatives, Ancora Holdings may be deemed to beneficially own the 440,932 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 47,919 shares of Common Stock beneficially owned directly by Ancora Catalyst, 239,599 shares of Common Stock beneficially owned directly by Ancora Bellator, 444,898 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 45,415 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 490,030 shares of Common Stock held in the Ancora Alternatives SMAs. As the Chairman and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be deemed to beneficially own the 440,932 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 47,919 shares of Common Stock beneficially owned directly by Ancora Catalyst, 239,599 shares of Common Stock beneficially owned directly by Ancora Bellator, 444,898 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 45,415 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 490,030 shares of Common Stock held in the Ancora Alternatives SMAs. As of the date hereof, Messrs. Boychuk, Fisher, Newport, Thomas, and Urban, Dr. Hayes and Ms. Simms do not beneficially own any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250318944059/en/

Longacre Square Partners LLC

Greg Marose / Ashley Areopagita, 646-386-0091

gmarose@longacresquare.com / aareopagita@longacresquare.com

Saratoga Proxy Consulting LLC

John Ferguson / Joseph Mills, 212-257-1311

info@saratogaproxy.com

Source: Ancora Holdings Group, LLC

FAQ

Why is Ancora requesting to delay U.S. Steel's (X) 2025 Annual Meeting?

Ancora wants the meeting delayed due to uncertainty about the blocked Nippon Steel merger and lack of transparency regarding contingency plans, arguing shareholders need more information to make informed voting decisions.

What is the deadline for the merger agreement between U.S. Steel (X) and Nippon Steel?

The merger agreement with Nippon Steel has an outside date of June 18th, 2025.

Who is Ancora proposing as the new CEO for U.S. Steel (X)?

Ancora is proposing Alan Kestenbaum as the new CEO to execute their plan for improving the company's performance and protecting union jobs.

How many shares of U.S. Steel (X) does Ancora currently own?

Ancora's various entities collectively own over 2.5 million shares of U.S. Steel common stock through different funds and managed accounts.