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 May 24, 2012 (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): r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) r Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 24, 2012, the Management Development and Compensation Committee (the Committee ) of the Board of Directors of AK Steel Holding Corporation (the Company ) recommended, and the Board of Directors of the Company approved, several changes to the composition of the Company s Senior Management. These changes resulted from the ongoing review and implementation of the Company s management development and succession planning program and are intended to continue to position the Company for longterm success. The changes, all of which became effective as of May 24, 2012, include the promotion of two of the Company s executive officers, a change in the responsibilities of two other executive officers, and the appointment of a new executive officer. The executive officers who received promotions are as follows: Keith J. Howell Vice President, Operations Mr. Howell, age 46, was named the Company s Vice President, Carbon Operations in May 2010 after previously serving as Director, Engineering and Raw Materials beginning in 2009. He was named General Manager, Butler Works in 2005, General Manager, Middletown Works in 2003, and General Manager, Ashland Works in 2001. Prior to that Mr. Howell served in a variety of other capacities with the Company since joining it in 1997, including Manager, Aluminized and Manager, Steelmaking at Middletown Works. Roger K. Newport Vice President, Finance and Chief Financial Officer Mr. Newport, age 47, was named the Company s Vice President, Business Planning and Development in May 2010. Previously, he was Controller and Chief Accounting Officer of the Company, a position to which he was named July 2004, following his appointment as Controller in September 2001. Prior to that, Mr. Newport served in a variety of other capacities with the Company since joining it in 1985, including Assistant Treasurer, Manager, Financial Planning and Analysis, and Product Manager, Senior Product Specialist and Senior Auditor. The officers who have assumed new responsibilities are as follows: Albert E. Ferrara, Jr. Senior Vice President, Corporate Strategy and Investor Relations Mr. Ferrara, age 63, was named the Company s Vice President, Finance and Chief Financial Officer in November 2003. Mr. Ferrara joined the Company in June 2003 as Director, Strategic Planning and was named Acting Chief Financial Officer in September 2003. Prior to joining the Company, Mr. Ferrara was Vice President, Corporate Development for NS Group, Inc., a tubular products producer, and previously held positions as Senior Vice President and Treasurer with U.S. Steel Corporation and Vice President, Strategic Planning at USX Corporation.
Kirk W. Reich Vice President, Procurement and Supply Chain Management Mr. Reich, age 44, was named Vice President, Specialty Operations in May 2010. He previously was appointed General Manager, Middletown Works, in October 2006. He was named Manager, Hot Strip Mill at Middletown Works in 2004, Manager, Mobile Maintenance / Maintenance Technology in 2003, and General Manager, Mansfield Works in 2000. Prior to that Mr. Reich served in a variety of other capacities with the Company since joining it in 1989, including Manager, Processing and Shipping, Technical Manager, Process Manager and Civil Engineer. The newly appointed Vice President and executive officer of the Company is as follows: Maurice A. ( Mo ) Reed Vice President, Engineering, Raw Materials and Energy Mr. Reed, 49, was named Director, Engineering, Raw Materials and Energy in March 2011. He previously served as Director, Engineering and Energy, beginning in 2010. He was named General Manager, Engineering, Operations Support and Primary Process Research in 2009 and General Manager, Engineering in 2006. Prior to that Mr. Reed served in a variety of other capacities with the Company since joining it in 1996, including Corporate Manager, Primary Engineering, Engineering Manager, Project Engineering at Middletown Works, and Project Manager at Rockport Works. In connection with Mr. Newport s promotion to Vice President, Finance and Chief Financial Officer, he received an adjustment to his total compensation package to reflect his increased levels of responsibility and leadership in the Company. With respect to Company equity, Mr. Newport received a grant of time-vesting restricted stock in the amount of 16,570 shares on the date of his promotion. Onethird of these total shares will vest annually on each of the first, second and third anniversaries of the grant date. With respect to Mr. Newport s performance incentive target percentage under the Company s annual Management Incentive Plan ( MIP ) and its Long Term Performance Plan ( LTPP ), the percentage of his base salary which will be paid upon achievement by the Company of performance goals at the target level under the MIP or LTPP was increased from 55% to 65%. No changes were made to any of the performance goals for the Company under either the MIP or LTPP. With respect to his base salary, Mr. Newport received an increase of $61,000 annually to $360,000. Item 7.01 Regulation FD Disclosure. On May 25, 2012, in connection with aforementioned changes to the composition of the Company s Senior Management discussed under Item 5.02, the Company issued a press release, a copy of which is attached hereto and furnished herewith as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibit: 99.1 Press Release issued on May 25, 2012
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/ David C. Horn David C. Horn Secretary Dated: May 25, 2012
EXHIBIT INDEX Exhibit No. Description 99.1 Press Release issued on May 25, 2012
News Release EXHIBIT 99.1 Contacts: Media Barry L. Racey, Director, Government and Public Relations (513) 425-2749 Investors Albert E. Ferrara, Jr., Senior VP, Corporate Strategy and Investor Relations (513) 425-2888 AK Steel Announces New Responsibilities for Several Executive Officers, and Names Vice President, Engineering, Raw Materials and Energy WEST CHESTER, OH, May 25, 2012 AK Steel (NYSE: AKS) today announced that four of its officers have new executive-level responsibilities, effective immediately. The changes in responsibilities were made as part of the company s long-term strategic and succession plans. Executive officers appointed to positions with new responsibilities are: Albert E. Ferrara, Jr., 63, has been named Senior Vice President, Corporate Strategy and Investor Relations. Mr. Ferrara was previously the company s Senior Vice President, Finance and Chief Financial Officer. Roger K. Newport, 47, has been named Vice President, Finance and Chief Financial Officer. Mr. Newport was previously Vice President, Business Planning and Development. Keith J. Howell, 46, has been named Vice President, Operations. Mr. Howell was previously Vice President, Carbon Steel Operations. Kirk W. Reich, 44, has been named Vice President, Procurement and Supply Chain Management. Mr. Reich was previously Vice President, Specialty Steel Operations. Additionally, AK Steel announced that Maurice A. ( Mo ) Reed, 49, has been named to a newly-created position of Vice President, Engineering, Raw Materials and Energy. Mr. Reed was previously Director, Engineering, Raw Materials and Energy. I believe that AK Steel has one of the finest executive management teams in the steel industry, said James L. Wainscott, Chairman, President and CEO of AK Steel. The appointments announced today will further strengthen the company s top leadership team and position AK Steel for the future as we focus on long-term strategic and succession planning. Mr. Ferrara joined AK Steel in June 2003 as Director, Strategic Planning and was named Vice President, Finance and Chief Financial Officer later that year. He was named Senior Vice President, Finance and CFO in 2010. Prior to joining AK Steel, he had more than 30 years of experience with U.S. Steel Corporation, USX Corporation, and the NS Group where he held various senior level positions. Mr. Ferrara holds a BS degree in Finance, with Distinction, and a Juris Doctorate degree, both from the University of Virginia. Mr. Newport started his career with the company in 1985 in the accounting department. He advanced through a number of increasingly responsible finance, sales and marketing positions at the company s corporate headquarters and Middletown Works. He was named AK Steel s Controller in 2001, adding responsibilities as Chief Accounting Officer in 2004. He was named Vice President, Business Planning and Development in 2010. Mr. Newport is a graduate of the University of Cincinnati with a BBA degree in Accounting and he holds an MBA, with Honors, from Xavier University. -more-
Mr. Howell joined AK Steel in 1997 as Manager, Steelmaking at Middletown Works. He progressed through a number of increasingly responsible operating positions at the company s Middletown, Ashland and Butler plants before being named Director, Engineering and Raw Materials in 2009. He was named Vice President, Carbon Steel Operations in 2010. Prior to joining AK Steel, Mr. Howell had ten years of operating experience with U.S. Steel. He holds a Bachelor of Science degree in Metallurgical Engineering from the University of Pittsburgh and an MBA degree from The Ohio State University. Mr. Reich began his career with the company in 1989 at Middletown Works. He progressed through a number of increasingly responsible engineering and operations positions at the company s Middletown, Rockport and Mansfield plants. He was named General Manager, Middletown Works in 2006 and Vice President, Specialty Steel Operations in 2010. He holds a Bachelor of Science degree in Civil Engineering from The Ohio State University and an MBA degree from the University of Notre Dame. Mr. Reed joined AK Steel in 1996 as a project manager following 12 years of engineering technology experience with the former National Steel Corporation. He advanced through a number of increasingly responsible engineering, operations support, process research, and energy positions at the corporate headquarters, and the Rockport and Middletown plants before being named Director, Engineering, Raw Materials and Energy in 2011. Mr. Reed graduated Magna Cum Laude from the University of Missouri, Rolla with a Bachelor s degree in Structural Engineering. AK Steel AK Steel produces flat-rolled carbon, stainless and electrical steels, primarily for automotive, infrastructure and manufacturing, construction and electrical power generation and distribution markets. The company employs about 6,200 men and women in Middletown, Mansfield, Coshocton and Zanesville, Ohio; Butler, Pennsylvania; Ashland, Kentucky; Rockport, Indiana; and its corporate headquarters in West Chester, Ohio. Additional information about AK Steel is available on the company s web site at www.aksteel.com. AK Tube LLC, a wholly-owned subsidiary of AK Steel, employs about 300 men and women in plants in Walbridge, Ohio and Columbus, Indiana. AK Tube produces carbon and stainless electric resistance welded (ERW) tubular steel products for truck, automotive and other markets. Additional information about AK Tube LLC is available on its web site at www.aktube.com. AK Coal Resources, Inc., another wholly-owned subsidiary of AK Steel, owns or leases metallurgical coal reserves in Somerset County, PA. AK Steel also owns 49.9% of Magnetation LLC, a joint venture headquartered in Grand Rapids, MN, which produces iron ore concentrate from previously mined ore reserves. # # #