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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): January 28, 2025

 

Commission File Number 000-22496

 

RADIUS RECYCLING, INC.
(Exact name of registrant as specified in its charter)

 

oregon 93-0341923
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
222 SW Columbia Street, Suite 1150, Portland, Oregon 97201
(Address of principal executive offices) (Zip Code)

 

(503) 224-9900

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

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 class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $1.00 par value   RDUS   The 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 5.07 Submission of Matters to a Vote of Security Holders.

 

Radius Recycling, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) on January 28, 2025. At the Annual Meeting, all proposals passed and each of the Company’s director nominees was elected. For more information on the following proposals submitted to shareholders, please see the Company’s proxy statement filed with the Securities and Exchange Commission on December 16, 2024. Below are the final voting results.

 

Proposal No. 1 - Election of Directors

 

The Company’s shareholders elected Rhonda D. Hunter, David L. Jahnke and Leslie L. Shoemaker as Class I directors with terms expiring at the 2028 annual meeting of shareholders and Mauro Gregorio as a Class III director with a term expiring at the 2027 annual meeting of shareholders. The number of votes cast for or withheld and the broker non-votes were as follows:

 

Name  For  Withheld  Broker Non-Votes
Mauro Gregorio  21,858,275  415,622  1,592,406
Rhonda D. Hunter  21,604,506  669,391  1,592,406
David L. Jahnke  21,258,386  1,015,511  1,592,406
Leslie L. Shoemaker  21,711,673  562,224  1,592,406

 

Proposal No. 2 - Advisory Resolution on Executive Compensation

 

The Company’s shareholders voted, on an advisory basis, on the Company’s executive compensation as disclosed in the Proxy Statement, as follows:

 

For  Against  Abstain  Broker Non-Votes
18,949,237  3,285,070  39,590  1,592,406

 

 

Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm

 

The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2025, as follows:

 

For  Against  Abstain  Broker Non-Votes
22,822,562  1,007,739  36,002  -

 

 

 

 

 

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.
  (Registrant)
     
     
Dated: January 31, 2025 By: /s/ James Matthew Vaughn
    Name: James Matthew Vaughn
   

Title: Senior Vice President, General Counsel,

Chief Compliance Officer and Secretary

 

 

 

 

 

 

 

 

 

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