SunCoke Energy (SXC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, with voting on director elections, executive compensation, and auditor ratification.

• The company reported strong operational and financial performance in 2024, including record safety results and full capacity utilization in core businesses.

• A significant agreement with the Department of Labor eliminated most legacy black lung liabilities, resulting in a $9.5 million pre-tax gain and reduced future expenses.

• Capital allocation priorities were maintained, with $37.6 million returned to shareholders and a 20% dividend increase.

Voting matters and shareholder proposals

• Shareholders will vote to elect two directors (Arthur F. Anton and Michael W. Lewis) for terms expiring in 2028.

• An advisory vote on executive compensation (say-on-pay) and ratification of KPMG LLP as independent auditor for 2025 are on the agenda.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; all committees are fully independent.

• The board is divided into three classes with staggered three-year terms; recent refreshment included five new directors in five years.

• The governance committee oversees director nominations, succession, and annual board evaluations.

• The board separates the roles of Chairman and CEO, with an independent Chairman providing oversight.

• Stock ownership guidelines and annual self-evaluations are in place for directors.