0000912603 False 0000912603 2024-11-08 2024-11-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

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 (Date of earliest event reported): November 8, 2024

(Commission File Number) 000-22496

_______________________________

RADIUS RECYCLING, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Oregon93-0341923
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification No.)
  
299 SW Clay Street, Suite 400, Portland, Oregon97201
(Address of Principal Executive Offices)(Zip Code)

 

(503) 224-9900

(Registrant's telephone number, including area code)

_______________________________

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $1.00 par valueRDUSThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2024, Radius Recycling, Inc. (the “Company”) announced the appointment of Marc E. Hathhorn to serve as the Company’s Executive Vice President and Chief Operating Officer, effective November 1, 2024.  Prior to his appointment, Mr. Hathhorn, 54, served in various roles of increasing responsibility with Peabody Energy Corporation (NYSE: BTU) (“Peabody”), since 2011, including most recently as President – Global Operations since June 2024.  Prior to that, Mr. Hathhorn served as Peabody’s President – U.S. Operations from 2021 until June 2024, President – Australian Operations from 2019 until 2021, and Group Executive – Americas Operations from 2016 to 2019.

In connection with his appointment, the Company entered into an offer letter with Mr. Hathhorn, pursuant to which Mr. Hathhorn will receive a base salary of $700,000 per annum, will be eligible to participate in the Company’s Annual Incentive Compensation Plan (“AICP”), with a target AICP bonus equal to 100% of his annual base salary, and will be recommended to participate in the Company’s Long-Term Incentive Plan (“LTIP”). In consideration of the compensation from his previous employer forfeited as a result of resigning his position to join the Company, pursuant to the offer letter, Mr. Hathhorn received an equity award in the form of restricted stock units under the LTIP with a grant date value of $2.25 million that will ratably vest annually over three years; in addition, Mr. Hathhorn is entitled to receive a signing bonus of $550,000, payable March 1, 2025, subject to Mr. Hathhorn’s continued employment with the Company. In the event that Mr. Hathhorn voluntarily terminates his employment before November 1, 2025, he is required to repay the signing bonus to the Company on a pro-rated basis. Mr. Hathhorn is also eligible to participate in the Company’s health, welfare, deferred compensation, and retirement employee benefit plans.

Mr. Hathhorn has entered into the Company’s standard form of indemnification and change in control agreements, in substantially the same forms filed as Exhibits 10.30 and 10.25, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

The selection of Mr. Hathhorn to serve as Executive Vice President and Chief Operating Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Hathhorn and any director or executive officer of the Company, and there are no transactions between Mr. Hathhorn and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On November 8, 2024, the Company issued a press release announcing the appointment of Mr. Hathhorn, 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 Radius Recycling, Inc. issued on November 8, 2024
104 The cover page of this Current Report on Form 8-K, formatted in InLine XBRL
 
 

SIGNATURE

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.

 RADIUS RECYCLING, INC.
   
  
Date: November 8, 2024By: /s/ James Matthew Vaughn        
  James Matthew Vaughn
  Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary
  

 

EXHIBIT 99.1

Radius Recycling, Inc. Appoints Marc Hathhorn as Chief Operating Officer

PORTLAND, Ore., Nov. 08, 2024 (GLOBE NEWSWIRE) -- Radius Recycling, Inc. (NASDAQ: RDUS) today announced the appointment of Marc Hathhorn as Executive Vice President and Chief Operating Officer, effective November 1, 2024. Hathhorn joins Radius from Peabody Energy Corporation (NYSE: BTU) and brings more than 30 years of leadership experience in the mining industry.

Most recently, Hathhorn held the position of President--Global Operations at Peabody Energy Corporation (NYSE: BTU), overseeing 5,000 employees and 17 coal mines across the U.S. and Australia. Under Hathhorn’s leadership, Peabody achieved multiple safety performance awards, exceeded environmental management and compliance goals, and implemented operating plans that resulted in industry-leading unit costs. Hathhorn will report to Tamara L. Lundgren, Chairman and Chief Executive Officer of Radius Recycling, Inc.

“I am delighted to welcome Marc to the Radius team,” said Lundgren. “Marc is an experienced global leader with a track record of success in achieving operational excellence and executing growth strategies in commodity-based businesses. In this newly created role, he will help advance our progress on our operating and financial goals, and our strategic objectives, including investments in advanced metal recovery technologies, expansion of our recycling services platform, volume growth, and productivity improvements.”

Lundgren added, “With our 100+ operating facilities producing annual recycled ferrous volumes of over four million tons, nonferrous volumes of over 700 million pounds, low carbon and net zero carbon emission GRN™ finished steel products of more than 500 thousand tons, and our 3PR™ service and supply chain solution that enables our customers to increase their recycling rates, we are well-positioned to benefit from demand associated with stronger global manufacturing activity supported by the anticipated decline in interest rates and infrastructure investment.”

About Radius Recycling, Inc.

Radius Recycling, Inc. (formerly Schnitzer Steel Industries, Inc.) is one of the largest manufacturers and exporters of recycled metal products in North America with operating facilities located in 25 states, Puerto Rico, and Western Canada. Radius has seven deep water export facilities located on both the East and West Coasts and in Hawaii and Puerto Rico. The Company’s integrated operating platform also includes 50 stores which sell serviceable used auto parts from salvaged vehicles and receive over 4 million annual retail visits. The Company’s steel manufacturing operations produce finished steel products, including rebar, wire rod and other specialty products. Radius began operations in 1906 in Portland, Oregon.

Radius Recycling:

Public Affairs & Communications:
Eric Potashner
415-624-9885
epotashner@rdus.com

Investor Relations:
Michael Bennett
503-323-2811
mcbennett@rdus.com

Company Info:
radiusrecycling.com
ir@rdus.com

v3.24.3
Cover
Nov. 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 08, 2024
Entity File Number 000-22496
Entity Registrant Name RADIUS RECYCLING, INC.
Entity Central Index Key 0000912603
Entity Tax Identification Number 93-0341923
Entity Incorporation, State or Country Code OR
Entity Address, Address Line One 299 SW Clay Street, Suite 400
Entity Address, City or Town Portland
Entity Address, State or Province OR
Entity Address, Postal Zip Code 97201
City Area Code 503
Local Phone Number 224-9900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $1.00 par value
Trading Symbol RDUS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Radius Recycling (NASDAQ:RDUS)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Radius Recycling Charts.
Radius Recycling (NASDAQ:RDUS)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Radius Recycling Charts.