UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
November 25, 2008
United States Steel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-16811 25-1897152
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-2800
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(Address of principal executive (Zip Code)
offices)
(412) 433-1121
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(Registrant's telephone number,
including area code)
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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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 25, 2008, the Board of Directors of United States Steel Corporation
(the "Corporation") approved the following amendments to the By-Laws of the
Corporation:
1. Article I, Section 2 - The language of this section has been modified
to make it clear that notice of a stockholder meeting may be given by means
other than mail.
2. Article I, Section 3 - This section sets forth the requirements that
are applicable in the event that a stockholder wishes to nominate a director for
election at the annual meeting of stockholders. The amendments provide as
follows:
a. In addition to disclosing the number of shares of stock
beneficially owned, the stockholder making the nomination must also
disclose any derivative position, hedging transaction or other similar
arrangement that has been entered into by the stockholder.
b. In addition to providing this information as of the date on which
it first provides its notice, the stockholder is also required to update
its beneficial ownership and derivative and hedging positions as of the
record date for the annual meeting.
c. The deadline for providing notice of a nomination has been
changed to not less than 90 days and not more than 120 days prior to the
first anniversary of the date of the preceding year's annual meeting of
stockholders. However, if the date of the annual meeting is delayed or
advanced by more than 25 days, notice must be given by the stockholder no
later than the 10th day following the day on which the public announcement
of the date of the meeting is first made.
d. The notice provided by the stockholder must include certain
information about any relationship between the nominee and the stockholder,
or any affiliate or associate of the stockholder. Definitions of the terms
"affiliate", "associate" and "beneficially owned" have been added.
3. Article I, Section 4 - This section sets forth the requirements that
are applicable in the event that a stockholder wishes to bring any other
business before the annual meeting of stockholders. The amendments provide as
follows:
a. In addition to disclosing the number of shares of stock
beneficially owned, the stockholder proposing the business must also
disclose any derivative position, hedging transaction or other similar
arrangement that has been entered into by the stockholder.
b. In addition to providing this information as of the date on which
it first provides its notice, the stockholder is also required to update
its beneficial ownership and derivative and hedging positions as of the
record date for the annual meeting.
c. The deadline for providing notice of other business has been
changed to not less than 90 days and not more than 120 days prior to the
first anniversary of the date of the preceding year's annual meeting of
stockholders. However, if the date of the annual meeting is delayed or
advanced by more than 25 days, notice must be given by the stockholder no
later than the 10th day following the day on which the public announcement
of the date of the meeting is first made.
4. Article II, Section 7 - The references to notice of special meetings
of the Board of Directors by telegraph and telex have been deleted and replaced
with a reference to notice by any form of electronic transmission.
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5. Article V, Section 1 - In this Section, the requirement that agents of
the Corporation be indemnified has been eliminated.
6. Article V, Section 2 - This Section has been modified to make it clear
that a non-officer employee must also agree to reimburse any expenses that are
advanced in connection with an indemnification obligation if it is ultimately
determined that the non-officer employee is not entitled to indemnification
under the By-Laws. In addition, the references in this Section to agents of the
Corporation have been deleted.
7. Article V, Section 5 - This Section has been added to provide that a
repeal or modification of the By-Law indemnification provisions does not affect
any acts or omissions occurring prior to the date of the repeal or modification.
The foregoing summary of the amendments does not purport to be complete and is
qualified in its entirety by reference to the full text of the amended and
restated By-Laws which are filed as Exhibit 3.1 to this Form 8-K and
incorporated by reference herein.
The requirements of Article I, Section 3 and Article I, Section 4 of the Amended
and Restated By-laws will be applicable to the Corporation's 2009 annual meeting
of stockholders. Therefore, if a stockholder wishes to nominate a candidate for
election to the Board of Directors or propose any other business to be brought
before the 2009 annual meeting of stockholders, the stockholder must give
written notice in accordance with the foregoing requirements to the Secretary of
the Corporation not later than January 29, 2009, nor earlier than December 30,
2008. If the date of the 2009 annual meeting of stockholders is advanced or
delayed by more than 25 days from the anniversary of the 2008 annual meeting of
stockholders, the stockholder's notice must be delivered not later than the
tenth day following the day on which the Corporation first makes public
announcement of the rescheduled meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated By-Laws of United States Steel Corporation
dated as of November 25, 2008.
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.
UNITED STATES STEEL CORPORATION
By /s/ Larry G. Schultz
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Larry G. Schultz
Senior Vice President & Controller
Dated: November 26, 2008