SunCoke Energy, Inc. (SXC) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 Annual Meeting of Stockholders of SunCoke Energy Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Michael G. Rippey, President and Chief Executive Officer of SunCoke Energy Inc. Mr. Rippey, the floor is yours.

Thank you, and good morning, everyone. I'm Mike Rippey, President and Chief Executive Officer of SunCoke Energy. It's my pleasure on behalf of the Board of Directors and officers of SunCoke Energy to welcome you to our 2021 Annual Meeting of Stockholders. Today's meeting is a virtual-only meeting via live webcast held in accordance with the bylaws of the company and written notice to all stockholders. After noting a few procedural matters, we will take up the items to be acted upon. We have made the meeting materials available to all stockholders and copies of these materials, including our annual report and the proxy statement can be accessed through the links provided online. We'll first address the following matters at today's meeting: first, I will introduce our Board of Directors and our senior management team; second, we will vote on the proposals listed in the agenda; and third, we will report the preliminary voting results, after which the meeting will be adjourned. It is now my pleasure to introduce the independent members of our Board of Directors who attending -- who are attending the meeting today. Art Anton, our Chairman. Art is the former CEO and Chairman of the Swagelok Company. He's a corporate executive with strong operational, financial and leadership expertise, as well as an experienced steel industry veteran. He joined our Board in March 2020. Martha Carnes. Martha is an experienced finance and public accounting executive who joined our Board in December 2019. During her career at Pricewaterhouse, she served as lead audit partner on some of the largest merger and acquisition transactions completed in the energy sector. Ralph Della Ratta. Ralph was founder and CEO of Western Reserve Partners, an investment banking firm acquired in 2017 by Citizens Financial Group. He currently serves as Co-Head of M&A services for Citizens Financial Group. Ralph joined our Board in December 2020. Susan Landahl. Susan is the former Senior Vice President, Organizational Effectiveness and Integrated Performance Assessment of Exelon Generation Company. She joined our Board in September 2017. Mike Lewis. Mike is the former Executive Vice President, and Chicago Metro Regional President of BMO Harris Bank. Mike joined our Board in December 2020. Thank you, directors. I would also like to introduce the members of our senior management team who are present: Katherine Gates, our Senior Vice President, Chief Legal Officer and Chief Human Resource Officer; Mike Hardesty, our Senior Vice President of Commercial Operations, Business Development, Terminals & International Coke; Allison Lausas, our Interim Senior Vice President, Chief Financial Officer and Controller. Also with us today, John Quanci, our Vice President and Chief Technology Officer. Also today, we have Ms. Maureen Scully and Mr. Sean Morrison, representatives of KPMG LLP, our independent registered public accounting firm. Now the time has come to call the business portion of today's meeting to order. With us today is John DiRocco, our Corporate Secretary. John, please confirm that notice of the meeting has been delivered to our stockholders.

Notice of the meeting was delivered to stockholders on March 29. Our proxy statement and 2020 annual report were also made available to stockholders on that date. Pursuant to rules adopted by the Securities and Exchange Commission, we elected to furnish these materials to stockholders on the internet. A complete listing of the stockholders of record of SunCoke common stock as of March 16, the record date for the meeting, was prepared by Computershare Investor Services, our transfer agent. The listing of stockholders of record has been open for examination at our corporate headquarters for any purpose relevant to this meeting during ordinary business hours for the past 10 days. The list also is available for inspection at this meeting by any stockholder on the website used to access the meeting.

Thank you, John. Please advise as to whether there is a quorum present.

Yes, there is a quorum present.

Thank you. The polls for voting on all matters are hereby opened. All SunCoke stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, you may do so by clicking on the link provided online at the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. Once voting has been completed on all matters on the agenda, I will announce when the polls are closed, and the inspector of election will provide the preliminary report of voting. Laura Harrison, a representative of Computershare, has been appointed by the Board to act as the independent inspector of election for this meeting. Prior to assuming her duty as inspector of election, Laura executed an appropriate oath of office. Laura will receive and tally all votes. John, were there any stockholder nominations or proposals for the business of this meeting properly submitted to you as Corporate Secretary?

No, there were not.

Since no stockholder nominations or proposals were properly submitted in advance of this meeting, the business of this meeting is limited to the 4 matters on the agenda. All of these proposals are described in detail in our proxy statement. The first proposal will be to consider the election of 2 directors. The Board has nominated Ralph Della Ratta and Susan Landahl to serve in the class of directors whose term expires in 2024. The second item of business will be to consider a vote to approve amendments to our Certification of Incorporation and Bylaws to provide for declassification of the Board. The third item of business is a nonbinding advisory vote to approve the compensation of our executive officers. The fourth and final item of business to be considered is the ratification of the appointment of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Representatives of KPMG are available to answer appropriate questions should they arise. The polls are about to close. If you have not yet voted, please do so now. [Voting]

It is now 9:10 a.m. Everyone has had the opportunity to vote on the matters before this meeting, and the polls for voting are hereby closed. Laura, would you please report the preliminary results of voting?

Certainly. The results are as follows: each of the 2 nominees for director has been elected. The proposed amendments to SunCoke's Certificate of Incorporation and Bylaws did not pass since the proposal did not receive support of the required percentage of total shares outstanding. SunCoke's executive compensation was approved on an advisory basis, and KPMG has been ratified as SunCoke's independent registered public accounting firm.

Thank you, Laura. We'll file the final report of the inspector of election with the records of this meeting. We expect to report the results of voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. I would like to thank all of you for attending today's virtual annual meeting and for your interest you have shown in SunCoke Energy. The annual meeting is now formally adjourned. Ladies and gentlemen, thank you for attending today's meeting. This concludes the business of SunCoke's 2021 Annual Meeting of Stockholders. As always, please contact our Investor Relations department if you have any questions regarding the company.

This concludes the meeting. You may now disconnect.