Ryerson (RYZ) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2026, via virtual webcast, with voting eligibility for shareholders of record as of March 13, 2026.

• Key proposals include director elections, auditor ratification, incentive plan approval, officer exculpation amendment, and a say-on-pay vote.

• Shareholders can vote online, by phone, mail, or during the virtual meeting, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of three Class III directors for terms expiring in 2029: Jacob Kotzubei, Edward J. Lehner, and Philip E. Norment.

• Ratification of KPMG LLP as independent auditor for 2026, following the dismissal of EY.

• Approval of the Third Amended and Restated 2014 Omnibus Incentive Plan, increasing share reserve by 1,500,000 shares and extending expiration to 2036.

• Amendment to the certificate of incorporation to provide for officer exculpation as permitted by Delaware law.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eleven members, with a staggered three-class structure; eight are independent.

• Platinum retains board nomination rights based on ownership percentage.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Executive, and ad hoc Transaction Committees.

• Board leadership includes a Chair and Lead Independent Director; regular executive sessions are held.

• Directors meet independence standards per NYSE rules; annual self-evaluations and ongoing education are conducted.