SunCoke Energy, Inc. 8-K

What Happened
SunCoke Energy, Inc. (SXC) filed an 8-K on May 19, 2026 reporting the results of its Virtual Annual Meeting held May 14, 2026. Stockholders holding 74,684,341 shares (about 88.03% of outstanding common stock) were present in person or by proxy, constituting a quorum. Two directors were elected, a non-binding advisory vote on executive compensation was approved, and the ratification of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 was approved. The filing was signed by John J. DiRocco, Jr., Vice President, Deputy General Counsel and Corporate Secretary.

Key Details

• Total shares present/represented: 74,684,341 (≈88.03% of outstanding shares).
• Director elections (votes cast excluding 8,915,748 broker non-votes):
  • Martha Z. Carnes — For: 55,513,458; Against: 10,143,066; Abstain: 112,069 (≈84.4% FOR of votes cast).
  • Katherine T. Gates — For: 64,725,823; Against: 932,187; Abstain: 110,583 (≈98.4% FOR of votes cast).
• Advisory “say-on-pay” vote — For: 63,401,240; Against: 2,219,465; Abstain: 147,888 (broker non-votes: 8,915,748).
• Audit firm ratification — KPMG LLP ratified: For: 73,985,293; Against: 514,264; Abstain: 184,784 (no broker non-votes on this item).

Why It Matters
These are final, routine governance outcomes that confirm the company’s board composition and auditor for fiscal 2026. The relatively large number of broker non-votes (8.92 million) on director and compensation items indicates a portion of shares were held by brokers who did not have voting instructions from beneficial owners; broker non-votes reduce the number of shares that decided those matters but do not invalidate the results. Investors should note the stronger opposition to Martha Carnes compared with Katherine Gates, which may be of interest when monitoring board dynamics and future governance developments.