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

May 16, 2024

New York Stock Exchange US Materials Metals and Mining shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the 2024 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 Katherine Gates, Chief Executive Officer, President and the Director. The floor is yours.

Katherine Gates

executive
#2

Good morning, everyone. I'm Katherine Gates, Chief Executive Officer, President and a Director of SunCoke Energy, Inc. It is my pleasure on behalf of the Board of Directors and officers of SunCoke Energy to welcome you to our 2024 Annual Meeting of Stockholders. Today's meeting is a virtual-only meeting being conducted via live webcast 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 materials available to all stockholders and copies of these materials, including our annual report and the proxy statement can be accessed through the link provided online. We will 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 members of our Board of Directors, who are attending the meeting today. Art Anton, our Chairman. Art is the former CEO and Chairman of the Swagelok Company. He is a corporate executive with strong operational, financial and leadership expertise as well as an experienced manufacturing 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 PricewaterhouseCoopers, 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, LLC, an investment banking firm acquired in 2017 by Citizens Financial Group. He subsequently served 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. Andrei Mikhalevsky. Andrei is the former President and CEO of California Dairies, Inc. He has also held senior executive positions at Campbell Soup Company and Georgia Pacific Corporation. Andrei joined our Board in February 2023. Thank you, directors. I also would like to introduce the members of our senior management team who are present. Mike Hardesty, our Senior Vice President of Commercial Operations, Business Development, Terminals and International Coke; Mark Marinko, our Senior Vice President and Chief Financial Officer; and John Quanci, our Vice President and Chief Technology Officer. Also with us at today's meeting are 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 stockholders.

John DiRocco

executive
#3

Notice of the meeting was delivered to stockholders on March 27, 2024. Our 2024 proxy statement and 2023 annual report also were 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 holding of record of SunCoke common stock as of March 19, 2024, 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.

Katherine Gates

executive
#4

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

John DiRocco

executive
#5

Yes. There is a quorum present.

Katherine Gates

executive
#6

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. Nadine Murden, 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, Nadine executed an appropriate oath of office. Nadine 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?

John DiRocco

executive
#7

No, they were not.

Katherine Gates

executive
#8

Since no stockholder nominations or proposals were properly submitted in advance of the 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 2027. The second item of business is a nonbinding advisory vote to approve the compensation of our executive officers. The third item of business is an advisory vote to approve the frequency of future advisory votes on executive compensation. 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, 2024. The polls are about to close. If you have not yet voted, please do so now. [Voting]

Katherine Gates

executive
#9

It is now 8:37 a.m. Everyone has had the opportunity to vote on the matters before this meeting, and the polls for voting are hereby closed. Nadine, would you please report the preliminary voting results?

Nadine Murden

attendee
#10

Certainly, the results are as follows: each of the 2 nominees for Director has been elected. SunCoke's executive compensation was approved on an advisory basis. One year was approved on an advisory basis, as the frequency for future advisory votes on executive compensation was approved. And KPMG has been ratified as SunCoke's independent registered public accounting firm.

Katherine Gates

executive
#11

Thank you, Nadine. We will 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 the 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 2024 Annual Meeting of Stockholders. As always, please contact our Investor Relations department if you have any questions regarding the company.

Operator

operator
#12

This concludes this meeting. You may now disconnect.

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