U. S. Steel Issues Updated Letter to Stockholders
U.S. Steel (NYSE: X) has issued a revised letter to stockholders correcting errors in their March 24, 2025 communication regarding allegations about Fred DiSanto and Jamie Boychuk's role at CSX. The letter emphasizes the company's transformation and upcoming Annual Meeting on May 6, 2025.
The Board highlights their achievements, including:
- Transforming into a modern steelmaker with 38% EAF operations
- Delivering superior shareholder returns and returning $1.6 billion via dividends and buybacks since 2017
- Securing a merger agreement with Nippon Steel at $55 per share (142% premium)
The letter addresses Ancora Holdings Group's proxy contest, which aims to replace the current CEO and Board. U.S. Steel urges stockholders to vote 'FOR' all 10 of their director nominees on the WHITE proxy card and discard any gold proxy cards from Ancora, arguing that Ancora's plan could limit value maximization options.
U.S. Steel (NYSE: X) ha inviato una lettera rivista agli azionisti per correggere errori nella loro comunicazione del 24 marzo 2025 riguardanti le accuse relative al ruolo di Fred DiSanto e Jamie Boychuk in CSX. La lettera sottolinea la trasformazione dell'azienda e l'imminente Assemblea Annuale del 6 maggio 2025.
Il Consiglio evidenzia i propri risultati, tra cui:
- Trasformazione in un produttore di acciaio moderno con il 38% delle operazioni EAF
- Fornitura di rendimenti superiori agli azionisti e restituzione di 1,6 miliardi di dollari tramite dividendi e riacquisti dal 2017
- Accordo di fusione con Nippon Steel a 55 dollari per azione (premio del 142%)
La lettera affronta il contest di voto della Ancora Holdings Group, che mira a sostituire l'attuale CEO e il Consiglio. U.S. Steel esorta gli azionisti a votare 'A FAVORE' di tutti i 10 candidati proposti per il Consiglio sulla scheda bianca e a scartare qualsiasi scheda dorata proveniente da Ancora, sostenendo che il piano di Ancora potrebbe limitare le opzioni di massimizzazione del valore.
U.S. Steel (NYSE: X) ha emitido una carta revisada a los accionistas corrigiendo errores en su comunicación del 24 de marzo de 2025 sobre las acusaciones relacionadas con el papel de Fred DiSanto y Jamie Boychuk en CSX. La carta enfatiza la transformación de la empresa y la próxima Junta Anual el 6 de mayo de 2025.
La Junta destaca sus logros, incluyendo:
- Transformación en un fabricante de acero moderno con el 38% de operaciones EAF
- Entregar rendimientos superiores a los accionistas y devolver 1.6 mil millones de dólares a través de dividendos y recompras desde 2017
- Asegurar un acuerdo de fusión con Nippon Steel a 55 dólares por acción (premio del 142%)
La carta aborda el concurso de poder de Ancora Holdings Group, que busca reemplazar al actual CEO y a la Junta. U.S. Steel insta a los accionistas a votar 'A FAVOR' de todos sus 10 nominados para el directorio en la tarjeta de poder BLANCA y a desechar cualquier tarjeta de poder dorada de Ancora, argumentando que el plan de Ancora podría limitar las opciones de maximización del valor.
U.S. Steel (NYSE: X)는 2025년 3월 24일자 주주 통신에서 Fred DiSanto와 Jamie Boychuk의 CSX에서의 역할에 대한 주장과 관련된 오류를 수정한 개정된 서한을 주주들에게 발송했습니다. 이 서한은 회사의 변화를 강조하고 2025년 5월 6일 예정된 연례 회의에 대해 언급합니다.
이사회는 다음과 같은 성과를 강조합니다:
- 38% EAF 운영을 가진 현대적인 철강 제조업체로의 변신
- 2017년 이후 배당금과 자사주 매입을 통해 16억 달러를 주주에게 환원하며 우수한 주주 수익 제공
- 주당 55달러(142% 프리미엄)로 Nippon Steel과의 합병 계약 체결
이 서한은 Ancora Holdings Group의 위임장 경합에 대해 다루고 있으며, 이는 현 CEO와 이사회를 교체하려는 것입니다. U.S. Steel은 주주들에게 백색 위임장 카드에 있는 10명의 이사 후보 모두에게 '찬성' 투표를 하도록 촉구하며, Ancora의 금색 위임장 카드는 폐기할 것을 권장하면서 Ancora의 계획이 가치 극대화 옵션을 제한할 수 있다고 주장합니다.
U.S. Steel (NYSE: X) a envoyé une lettre révisée aux actionnaires corrigeant des erreurs dans leur communication du 24 mars 2025 concernant les allégations sur le rôle de Fred DiSanto et Jamie Boychuk chez CSX. La lettre met en avant la transformation de l'entreprise et la prochaine Assemblée Générale prévue le 6 mai 2025.
Le Conseil souligne ses réalisations, y compris :
- Transformation en un fabricant d'acier moderne avec 38% d'opérations EAF
- Offrir des rendements supérieurs aux actionnaires et retourner 1,6 milliard de dollars via des dividendes et des rachats depuis 2017
- Obtention d'un accord de fusion avec Nippon Steel à 55 dollars par action (prime de 142%)
La lettre aborde le concours de procuration du Ancora Holdings Group, qui vise à remplacer le PDG actuel et le Conseil. U.S. Steel exhorte les actionnaires à voter 'POUR' tous ses 10 candidats au conseil sur la carte de procuration BLANCHE et à jeter toute carte de procuration dorée provenant d'Ancora, arguant que le plan d'Ancora pourrait limiter les options de maximisation de la valeur.
U.S. Steel (NYSE: X) hat ein überarbeitetes Schreiben an die Aktionäre herausgegeben, um Fehler in ihrer Mitteilung vom 24. März 2025 bezüglich der Vorwürfe über die Rolle von Fred DiSanto und Jamie Boychuk bei CSX zu korrigieren. Der Brief betont die Transformation des Unternehmens und die bevorstehende Jahreshauptversammlung am 6. Mai 2025.
Der Vorstand hebt seine Erfolge hervor, darunter:
- Transformation zu einem modernen Stahlhersteller mit 38% EAF-Betrieb
- Überlegene Renditen für die Aktionäre zu liefern und seit 2017 1,6 Milliarden Dollar durch Dividenden und Rückkäufe zurückzugeben
- Absicherung eines Fusionsvertrags mit Nippon Steel zu 55 Dollar pro Aktie (142% Prämie)
Der Brief behandelt den Stimmrechtskonkurrenz von Ancora Holdings Group, der darauf abzielt, den aktuellen CEO und den Vorstand zu ersetzen. U.S. Steel fordert die Aktionäre auf, auf der WEISSEN Stimmkarte für alle 10 ihrer Direktorenkandidaten zu stimmen und alle goldenen Stimmkarten von Ancora zu entsorgen, da das Konzept von Ancora die Möglichkeiten zur Wertmaximierung einschränken könnte.
- Secured $55/share all-cash merger agreement with Nippon Steel at 142% premium
- Transformed operations with 38% EAF capability, improving efficiency and market adaptability
- Generated over $7 billion in investible free cash flow (2019-2024)
- Reduced debt by $6.8 billion since 2019
- Achieved ~20% revenue increase from 2019 to 2024
- Facing opposition from activist investor Ancora threatening the Nippon Steel merger
- Regulatory uncertainty around merger approval requiring legal action
- Had to issue corrections to stockholder letter due to factual errors about key individuals
Insights
This updated letter to U.S. Steel stockholders spotlights the high-stakes proxy battle that could determine whether shareholders receive the
The letter emphasizes U.S. Steel's successful transformation under current leadership, notably their strategic pivot to electric arc furnace (EAF) capabilities—now comprising
Particularly noteworthy is the Board's characterization of Ancora as potentially aligned with Cleveland-Cliffs, suggesting conflicts of interest that could lead to a lower-premium alternative transaction. The lawsuit mentioned against government agencies appears designed to extend the timeframe for obtaining regulatory approvals, preserving the
This proxy battle fundamentally centers on transaction certainty versus potential alternatives. Current management believes their strategic transformation created the value that attracted Nippon Steel's premium bid, while positioning the company for continued success if the transaction fails to close due to regulatory hurdles.
This proxy contest presents a classic control premium dispute with significant governance implications. The incumbent board executed a comprehensive strategic review process that yielded multiple bids exceeding
The board's composition appears strategically aligned with their transformation goals, featuring seven former public company CEOs, five with sector-specific expertise, and deliberate refreshment (five directors added in six years). Their overwhelming stockholder support (
Ancora's challenge represents a calculated intervention at a critical juncture. Their apparent connections to Cleveland-Cliffs—a competing bidder—raise legitimate conflict questions about whether their nominees would prioritize maximizing shareholder value or advancing a specific transaction pathway. The letter correctly identifies this as potentially undermining the competitive tensions that drove the significant premium.
Particularly telling is the litigation strategy. Rather than abandoning the transaction, the board's joint legal action with Nippon Steel demonstrates commitment to delivering the agreed consideration by extending the timeframe for regulatory review. This approach maintains optionality while preserving the premium offer—precisely what fiduciaries should do when confronted with regulatory obstacles to a value-maximizing transaction.
This contest ultimately tests whether shareholders value certainty of premium realization over speculative alternatives with unclear probabilities of superior outcomes.
The Initial Letter included a sentence making allegations regarding a proxy contest previously run by Fred DiSanto, including incorrectly stating that this conduct resulted in a claim by the Securities and Exchange Commission. These allegations in fact relate to claims made by a private plaintiff under an
The U. S. Steel Board of Directors (the “Board”) has a proven track record of taking all action to deliver maximum value. This includes transforming the business into the modern, innovative steelmaker it is today, conducting a robust and competitive strategic alternatives review process that resulted in the value-maximizing transaction with Nippon Steel Corp. (“Nippon Steel”) and taking a thoughtful and diligent approach to Board refreshment. In contrast, Ancora Holdings Group (“Ancora”) is running a proxy contest attempting to take control of U. S. Steel by replacing the Company’s CEO and Board with a slate of unqualified, subpar nominees.
Highlights from the letter include:
- The U. S. Steel Board and management team have transformed U. S. Steel into a modern, innovative producer through the strategic shift to investment in electric arc furnaces partnered with a streamlining of the legacy footprint and divestiture of non-core assets, resulting in superior financial performance and returns to stockholders compared to our peers, and catalyzing the value-maximizing transaction with Nippon Steel.
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The Board conducted a robust strategic alternatives review process, evaluating all viable options to deliver significant value to stockholders – driving a
142% premium transaction with Nippon Steel – and the most promising future for U. S. Steel and the American steel industry. - Ancora has presented a questionable “plan” for U. S. Steel and a slate of unqualified director nominees that limits options for value maximization. Ancora is not working in the best interests of all U. S. Steel stockholders or other stakeholders.
- It is critical that U. S. Steel stockholders vote “FOR” all 10 of U. S. Steel’s highly qualified director nominees on the WHITE proxy card to let the U. S. Steel Board of Directors continue to deliver extraordinary value for stockholders and act in their best interests.
The Board unanimously recommended that U. S. Steel stockholders vote on the WHITE proxy card “FOR” U. S. Steel’s 10 highly qualified director nominees, and DISCARD any gold proxy cards you may receive from Ancora.
U. S. Steel’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) will be held on May 6, 2025. Stockholders of record as of the close of business on March 10, 2025 will be entitled to vote at the meeting.
The Company also launched VoteforUSSFuture.com to provide stockholders with additional information and resources about U. S. Steel’s history of and commitment to driving stockholder value, as well as instructions for how to vote at the 2025 Annual Meeting.
The full text of the updated letter follows:
March 26, 2025
Dear Fellow U. S. Steel Stockholders,
On May 6, 2025, U. S. Steel is scheduled to hold our Annual Meeting of Stockholders (the “Annual Meeting”), where you, our U. S. Steel stockholders, will have an important choice regarding the future of U. S. Steel.
The U. S. Steel Board of Directors (the “Board”) has consistently delivered for our stockholders:
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Transformed the Company’s legacy business into a must-own asset of significant value. In the past five years, we have expanded from exclusively blast furnace capabilities into a diversified steel producer with
38% of our active domestic flat-rolled capability coming from electric arc furnace (“EAF”) operations, resulting in significantly reduced leverage and sell-side analysts increasing the Company’s standalone average price targets from in 20191 to$11 in 2025.2$42 -
Through a balanced capital allocation strategy and focus on maximum value creation, delivered 1-, 3- and 5-year total shareholder returns (“TSR”) above peers following the 2019 launch of our technology transformation led by Dave Burritt. Since Mr. Burritt became President and CEO in May 2017, we have returned
to stockholders via dividends and share repurchases.$1.6 billion -
Conducted a transparent, robust and competitive strategic alternatives review process with 54 potential participants contacted, confidentiality agreements with 19 parties, eight bids of at least
per share and a final all-cash bid from Nippon Steel Corp. (“Nippon Steel”) at$40 per share, representing a$55 142% premium3 and demonstrating the value of the transformed Company. - Continued a thoughtful and deliberate approach to Board refreshment with high quality candidates who act in the best interests of stockholders, including five of our nominees added in the last six years.
The U. S. Steel Board is still fighting to deliver for you by seeking to secure the
Recently, Ancora Holdings Group (“Ancora”), an activist hedge fund, launched a proxy fight to take control of our Company by replacing our CEO and the Board of Directors with a slate of unqualified, subpar nominees with connections to a U. S. Steel competitor who previously submitted an inadequate offer to take over the Company and has made it their mission to undermine the Transaction. Ancora is not working in the best interests of all U. S. Steel stockholders.
The U. S. Steel Board of Directors unanimously recommends that U. S. Steel stockholders vote "FOR" all 10 highly qualified U. S. Steel director nominees standing for election at the Annual Meeting on the WHITE proxy card and DISCARD any GOLD proxy cards you may receive from Ancora.
THE CURRENT U. S. STEEL BOARD AND MANAGEMENT TEAM HAVE TRANSFORMED THE BUSINESS INTO A MODERN, INNOVATIVE STEELMAKER OF SIGNIFICANT VALUE
As the CEO of U. S. Steel and with the oversight of the Board of Directors, Dave Burritt has led a bold, strategic transformation that has grown U. S. Steel into the modern, innovative steel producer we are today.
Throughout the Company’s transformation, U. S. Steel strategically:
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Acted decisively to enhance the Company’s valuation by investing in EAF capabilities, beginning with the acquisition of Big River Steel. In 2019, we recognized that the path to enhanced stockholder value was to create a diversified steelmaker with both blast furnace and EAF capabilities. EAF steelmaking is more profitable and can better and more cost effectively adjust and respond to market demand. The Big River Steel operations allow us to deliver high performance, innovative steel products to customers in high-margin end markets. Today, Big River Steel and Big River Steel 2 feature four EAFs with over six million tons per year of advanced steelmaking capability. As of year-end 2024,
38% of U. S. Steel’s steel production comes from EAF operations and62% from blast furnace operations, compared to no EAF operations in 2019. -
Streamlined our legacy integrated steelmaking footprint and advanced our lower cost technological capabilities. This work included a
~ revitalization program, notably at Gary Works and Mon Valley Works, and investments that were focused on delivering improvements in safety, quality, delivery and cost for critical assets in our flat-rolled business.$2 billion -
Divested non-core assets. By exiting ancillary businesses (including the
divestiture of Transtar), we sharpened our focus on creating the most technologically-advanced integrated and EAF operations.$640 million
This improved portfolio has resulted in superior financial performance, including:
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~
20% increase in revenue from 2019 to 2024, or ~28% increase in revenue per ton of shipments from 2019 to 2024, against the backdrop of a difficult macro steel market in 2024; -
Over
in investible free cash flow generation since 2019 to 2024; free cash flow from Big River has already paid for the acquisition;$7 billion -
More than
in debt reduction since 2019 through record margins; and$6.8 billion -
Increased capital returns to stockholders, totaling
returned to stockholders from 2017 to 2024.$1.6 billion
This strategic and value-enhancing transformation has been validated by investors and research analysts (with average price targets increasing from
U. S. STEEL’S BOARD HAS DELIVERED VALUE FOR STOCKHOLDERS – TRANSFORMING THE BUSINESS AND CONDUCTING A ROBUST STRATEGIC ALTERNATIVES REVIEW PROCESS
U. S. Steel’s Board is composed of directors with strong track records of value creation at other public companies. U. S. Steel’s directors are proven leaders with relevant and valuable experience: seven have been CEOs of high performing, large public companies, nine have additional public company board experience, five have been CEOs in the sector and one has institutional investor experience. And, as our strategic opportunities have evolved, the directors have also proactively refreshed the Board, including five of our directors having joined in the past six years.
Our Board, alongside the management team, has executed a strategic transformation that has grown U. S. Steel into the modern, innovative steel producer we are today. To oversee management’s performance in executing our strategy, the Board actively engaged in dialogue and provided significant guidance and feedback to the executive management team. This resulted in a transformed U. S. Steel – now a must-own asset of significant strategic value.
This transformation did not go unnoticed, and as a result, in 2023 the Company attracted interest from multiple potential buyers who recognized that our stock price was far below the value of the Company. The Board aggressively and thoroughly reviewed all of its options, engaged leading advisors and designed a strategic alternatives review process that drove the
The Board’s thorough strategic alternatives review process involved:
- The original source-language text of this announcement is the official, authoritative version. Translations are provided as an accommodation only, and should be cross-referenced with the source-language text, which is the only version of the text intended to have legal effect.
The Board transparently evaluated all viable options – and unlike Ancora and its nominees is not beholden to parties with conflicting interests – to deliver the optimal value for YOU, our stockholders. The process culminated in the transaction with Nippon Steel, which maximizes value for stockholders, while also promising the brightest future for U. S. Steel and the American steel industry.
Key highlights of the Nippon Steel transaction include:
Delivers Superior Stockholder Value
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Provides Critical Investments to Protect and Grow U. S. Steel |
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Committed to Partnering with the United Steelworkers (“USW”) and Investing in Our People |
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Reinvigorates the American Steel Industry |
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U. S. Steel stockholders have overwhelmingly supported the Nippon Steel Transaction, with more than
As part of this Board’s commitment to delivering
U. S. Steel’s current Board has overseen and continues to oversee the transformation of U. S. Steel into a stronger, multifaceted business that commands a
Vote on the WHITE proxy card “FOR” U. S. Steel’s director nominees to have a Board that has and will take all action to deliver maximum value for stockholders.
ANCORA HAS MADE NO COMMITMENTS; HAS A QUESTIONABLE, OPTION-LIMITING PLAN; AND HAS INFERIOR NOMINEES WHO ARE UNQUALIFIED TO RUN U. S. STEEL –
THIS IS NOT ALIGNED WITH YOUR BEST INTERESTS
While our Board has been working diligently to deliver for U. S. Steel stockholders, Ancora has chosen to run a conflicted, misleading and value-destructive proxy contest with a stated aim of disrupting the process of gaining approval for the Nippon Steel Transaction.
We believe this spoiler campaign is evidence of Ancora’s motivations to kill the high-premium Nippon Steel Transaction, take control of the Board and then try to force a low-premium and highly uncertain transaction with Cleveland-Cliffs with critical antitrust risk, or explore a sale of U. S. Steel’s domestic non-integrated assets.5 This risk is highlighted by statements from their proxy statement indicating a plan to dispose of non-integrated assets.
Ancora’s “plan” provides no actionable path forward in terms of execution that U. S. Steel’s current CEO and Board haven’t already considered or aren’t already doing. Ancora has made no commitments to bringing technological enhancements, increasing manufacturing capacity, investing in
Ancora and several of its nominees are effectively part of the Cleveland-Cliffs organization.
- Ancora is a long-time stockholder of Cleveland-Cliffs.
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In a quite remarkable turn of events, Cleveland-Cliffs inserted itself into a proxy fight at another company to publicly support Ancora during its campaign against Norfolk Southern in 2024, and its CEO Lourenco Goncalves wrote to “express [his] support in [Ancora’s] current proxy fight with Norfolk Southern” and that Cleveland-Cliffs did “not foresee any negative impact to our great relationship with Norfolk Southern in the event of a Board turnover.”
- Ancora’s CEO and current nominee Fred DiSanto worked closely with Cleveland-Cliffs during this proxy fight.
- In that proxy fight, Ancora pushed for Jamie Boychuk to be the new COO of Norfolk Southern (Boychuk has now been nominated by Ancora to be a director of U. S. Steel).
Other Ancora nominees have financially benefited from their Cleveland-Cliffs ties.
- Ancora nominee Robert Fisher served as a richly rewarded, long-tenured director on the Cleveland-Cliffs Board from 2014 to 2024, including as Chair of the Compensation Committee.
- Ancora nominee Alan Kestenbaum served as CEO from 2017 to 2019 and then as Executive Chairman of Stelco beginning in 2020 until its acquisition by Cleveland-Cliffs in November 2024. Kestenbaum received 3.9 million shares of Cleveland-Cliffs stock when the Stelco deal closed and stated in a January 2025 interview6 that he “likes” Cleveland-Cliffs stock and intends to hold the stock.
- Ancora nominee Roger Newport served as CEO and a Director of AK Steel from January 2016 to March 2020, when he retired in connection with the fire sale of a rapidly declining AK Steel to Cleveland-Cliffs.
The Ancora nominees clearly were not selected to provide independent oversight of U. S. Steel or independent assessments of its value-creation opportunities.
Not only are Ancora’s nominees conflicted, they also lack relevant experience, including with the kinds of capital investments Ancora is suggesting it will lead at U. S. Steel.
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Alan Kestenbaum has never run a company of the same caliber, size or complexity. U. S. Steel, with its multi-site,
U.S. -based blast furnace operations, significant EAF-based steelmaking, iron-ore mines, value-added finishing assets, tubular operations and European footprint, is a significantly more complex business than the single-mill, Canadian blast furnace operation Kestenbaum ran. In 2024, U. S. Steel had in revenue, 13 operating facilities and more than 22,000 employees. Alan Kestenbaum has never overseen a company with more than$15.6 billion in revenue, two operating facilities or 4,018 employees.$3 billion -
Alan Kestenbaum repeatedly failed to meet projections at far less complex businesses such as Stelco and Ferroglobe (at Stelco, Kestenbaum stated his vision for the company was
in revenue, when the actual revenue was$8.0 billion by time of sale to Cleveland-Cliffs; at Ferroglobe, the company’s full year EBITDA dropped from$2.9 billion to$295 million from the beginning of his tenure to his resignation). With Kestenbaum’s track record of underperformance at smaller businesses, what is his goal for U. S. Steel? He already thinks the Company’s stock is overvalued7 – what price does he want to drive the shares down to and what is his plan if it gets there? Most importantly, why have Kestenbaum and Cleveland-Cliffs led a comprehensive campaign to undermine the Nippon Steel Transaction?$73 million - Two of Ancora’s nominees have never served as directors of public company boards. And of those who currently serve on public company boards, several have seen significant declines in TSR at their respective companies.
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NO directors on Ancora’s slate have any mini-mill experience, which comprises
38% of U. S. Steel’s domestic flat-rolled business and is a key part of the Company’s go-forward strategy. Perhaps that is why Ancora fails to appreciate the value of U. S. Steel’s diversified strategy. - Ancora’s slate includes nominees with questionable and conflicted track records. Ancora was issued a censure, cease and desist for improper political campaign contributions. Further, Jamie Boychuk has a problematic safety record, having served as EVP of Operations from 2019 to 2023 during the deterioration of CSX’s FRA train accident frequency rate8, and having been associated with a CN train derailment.
Ancora’s questionable, option-limiting plan for U. S. Steel, paired with its slate of unqualified nominees, makes it clear that Ancora is not serious about maximizing value for U. S. Steel stockholders. On top of that, Ancora’s own statements make clear that they would have preferred that U. S. Steel sell itself to Cleveland-Cliffs, despite the superiority of Nippon Steel’s offer, and completely ignore the significant anti-trust concerns of a transaction with Cleveland-Cliffs that would make any such transaction a lengthy, value-destructive and highly uncertain process.
The alarming number of ties between Ancora, Cleveland-Cliffs and Ancora’s director nominees, and the fact that Ancora’s desired CEO and Cleveland-Cliffs are actively trying to drive U. S. Steel’s stock price down, are clear signs that Ancora is working to create value for Cleveland-Cliffs and its management, not U. S. Steel stockholders, and that their interests are not the same as yours.
The facts are simple – Ancora had no interest in selecting an independent slate of nominees to serve as the steward for U. S. Steel stockholders. Ancora’s attempt to replace our highly qualified director nominees, who have proven that they are open to taking all actions to maximize value, with their subpar and closed-minded nominees should be rejected.
PROTECT THE VALUE OF YOUR INVESTMENT IN U. S. STEEL –
VOTE ON THE WHITE PROXY CARD TODAY!
Investors have a choice: Let the U. S. Steel CEO and Board of Directors continue delivering extraordinary value for stockholders and acting in your best interests OR take on risk with Ancora’s unqualified and conflicted nominees who want to forgo the historic deal premium and drive down U. S. Steel’s stock price. The choice is clear: vote "FOR" all 10 highly qualified U. S. Steel nominees on the WHITE proxy card TODAY.
On behalf of your Board, we thank you for your continued support.
Sincerely,
Tracy A. Atkinson |
Andrea J. Ayers |
David B. Burritt |
Alicia J. Davis |
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Terry L. Dunlap | John J. Engel | John V. Faraci |
Murry S. Gerber |
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Paul A. Mascarenas |
Michael H. McGarry |
David S. Sutherland |
Patricia A. Tracey |
For more information regarding U. S. Steel’s strategy and Board nominees, please visit: www.VoteforUSSFuture.com
YOUR VOTE IS IMPORTANT! |
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If you have any questions about the Annual Meeting or how to vote your shares, please contact the firm assisting us with the solicitation of proxies. |
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INNISFREE M&A INCORPORATED |
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(888) 750-5884 (toll free from the |
+1 (412) 232-3651 (from other countries) |
About U. S. Steel
Founded in 1901, U. S. Steel delivers profitable and sustainable steel solutions. Propelled by its talented employees and an unwavering focus on safety, U. S. Steel serves the automotive, construction, appliance, energy, containers, and packaging industries with high value-added steel products. Steel production begins with our competitively advantaged iron ore production capabilities which fuel our integrated steelmaking facilities and investments in electric arc furnaces. To help our customers create the best products with the fewest emissions, we are committed to reaching net-zero greenhouse gas emissions by 2050. U. S. Steel is at the forefront of creating steels that are stronger, lighter, and better for the environment. This includes our proprietary XG3® advanced high-strength steel, verdeX® steel produced with 70
Forward-Looking Statements
This communication contains information regarding the Company that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about future operating or financial results, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, anticipated capital expenditures, the construction or operation of new or existing facilities or capabilities and the costs associated with such matters, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the merger between the Company and Nippon Steel Corporation (the “Merger”), including the timing of the completion of the Merger. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the Merger on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement and plan of merger relating to the Merger (the “Merger Agreement”); risks arising from litigation related to the Merger, either brought by or against the parties; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Merger and related litigation; certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the Merger; the risk that the Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending Merger could distract management of the Company. The Company directs readers to Item 1A of the Annual Report on Form 10-K for the year ending December 31, 2024, and the other documents it files with the SEC for other risks associated with the Company’s future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. All information in this report is as of the date above. The Company does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations whether as a result of new information, future events or otherwise, except as required by law. References to “U. S. Steel,” the “Corporation,” the “Company,” “we,” “us,” and “our” refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context. U. S. Steel does not incorporate into this document the contents of any website References throughout this document to greenhouse gas (“GHG”) emissions refer to Scope 1 and Scope 2 emissions.
Important Additional Information Regarding Proxy Solicitation
United States Steel Corporation (the “Company”) has filed a definitive proxy statement and accompanying WHITE proxy card with the
Participants in Solicitation
The Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement, including under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Director Compensation,” “Proposal 2: Advisory Vote on Executive Compensation,” “Compensation & Organization Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Potential Payments Upon Termination or Change in Control,” “CEO Pay Ratio,” “Pay Versus Performance,” “Stock Ownership of Directors and Executive Officers,” and “Stock Ownership of Certain Beneficial Owners.” To the extent holdings by our directors and executive officers of Company securities reported in the Proxy Statement have changed, such changes will be reflected on Statements of Change of Ownership on Forms 3, 4 or 5 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. These documents can be obtained free of charge from the sources indicated above.
1 Mean research target price as of the end of 2019. Based on 11 sell-side research estimates. |
2 Mean research target price as of March 21, 2025. Based on seven sell-side research estimates of the standalone valuation of U. S. Steel. |
3 |
4 Projected Economic Impact of |
5 Ancora preliminary proxy statement: https://www.sec.gov/Archives/edgar/data/1163302/000092189525000773/prec14a06470052_03142025.htm |
6 Steel Market Update Community Chat interview with Alan Kestenbaum, January 22, 2025. |
7 Bloomberg (27 January 2025) https://www.bloomberg.com/news/articles/2025-01-27/activist-pick-for-us-steel-ceo-eyes-major-stake-if-given-top-job. |
8 During the period of Q3 2019 to Q3 2023. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250326753262/en/
Media
Corporate Communications
T – 412-433-1300
E – media@uss.com
Kelly Sullivan / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
T – 212-355-4449
Investors
Emily Chieng
Investor Relations Officer
T – 412-618-9554
E – ecchieng@uss.com
Source: United States Steel Corporation