Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2024

(Commission File Number) 000-22496

_______________________________

RADIUS RECYCLING, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Oregon	93-0341923
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
299 SW Clay Street, Suite 400, Portland, Oregon	97201
(Address of Principal Executive Offices)	(Zip Code)

 

[phone]

(Registrant's telephone number, including area code)

_______________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $1.00 par value	RDUS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2024, the Board of Directors (the “Board”) of Radius Recycling, Inc. (the “Company”) determined to increase the number of authorized directors from seven to eight and elect Mauro Gregorio to serve as a Class III director, effective November 1, 2024. Mr. Gregorio’s term will expire at the Company’s 2025 annual meeting of shareholders. Mr. Gregorio was also appointed to serve on the Audit Committee and the Compensation and Human Resources Committee of the Board.

From 2020 until his retirement in September 2024, Mr. Gregorio served as President of the Performance Materials & Coatings Division at Dow Inc. (NYSE: DOW). Mr. Gregorio also had executive oversight over all of Dow’s operations in Latin America beginning in 2019 until his retirement. From 2016 until 2020, Mr. Gregorio served as Chief Executive Officer of Dow Silicone Corporation (fka Dow Corning) and President of Dow Consumer Solutions. Over his nearly 40-year career at Dow, Mr. Gregorio served in multiple roles, including leading the post-acquisition integration of Dow Corning, overseeing the company’s feedstock and energy business unit, and serving as global Vice President for the Hygiene and Medical Performance Plastics division. Mr. Gregorio holds a BS in Chemical Engineering from the Escola de Engenharia Mauá in São Paulo, Brazil, and an MBA from Northwood University in Midland, MI. He currently serves as a Board Director for Eagle Materials, Inc. (NYSE: EXP), a manufacturer of heavy construction products and light building materials.

As a non-employee director, Mr. Gregorio will participate in the Company’s non-employee director compensation arrangements as described in the Company’s 2024 annual meeting proxy statement filed with the Securities and Exchange Commission (“SEC”) on December 15, 2023. In connection with his election to the Board, Mr. Gregorio is expected to receive a prorated stock award consisting of Deferred Stock Units with a grant date value of $29,091. In addition, it is expected that Mr. Gregorio will enter into the Company’s standard form of indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2016.

There is no arrangement or understanding between Mr. Gregorio and any other persons pursuant to which such director was selected as a director nor are there any family relationships between Mr. Gregorio and any of the Company’s executive officers and directors. In addition, there are no transactions involving the Company and Mr. Gregorio that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On October 24, 2024, the Company issued a press release announcing the election of Mr. Gregorio, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits
99.1		Press Release of Radius Recycling, Inc. issued on October 24, 2024
104		The cover page of this Current Report on Form 8-K, formatted in InLine XBRL.

 

 

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.

	RADIUS RECYCLING, INC.
Date: October 24, 2024	By:	/s/ James Matthew Vaughn
		James Matthew Vaughn
		Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

 

EXHIBIT 99.1

Radius Recycling, Inc. Appoints Mauro Gregorio to its Board of Directors

PORTLAND, Ore., Oct. 24, 2024 (GLOBE NEWSWIRE) -- Radius Recycling, Inc. (NASDAQ: RDUS) announced that its Board of Directors has appointed Mauro Gregorio, the recently retired President of the Performance Materials & Coatings Division at Dow Inc. (NYSE: DOW), as a new independent director, effective November 1, 2024. Mr. Gregorio will serve on the Audit Committee and the Compensation and Human Resources Committee of the Board.

Over his nearly 40-year career at Dow, Mr. Gregorio served in multiple roles, including leading the post-acquisition integration of Dow Corning, overseeing the company’s feedstock and energy business unit, and serving as global Vice President for the Hygiene and Medical Performance Plastics division. In addition to his business leadership role, Mr. Gregorio had executive oversight over all of Dow’s operations in Latin America, focusing on governance, talent development, and investments. Mr. Gregorio holds a BS in Chemical Engineering from the Escola de Engenharia Mauá in São Paulo, Brazil, and an MBA from Northwood University in Midland, MI. He currently serves as a Board Director for Eagle Materials, Inc. (NYSE: EXP), a leading U.S. manufacturer of heavy construction products and light building materials.

“I am delighted to welcome Mauro to Radius’ Board of Directors,” stated Tamara L. Lundgren, Chairman and CEO of Radius. “Mauro is an accomplished business leader and experienced executive with extensive knowledge of global commodities markets and a keen understanding of performance optimization across the value chain. His expertise will be invaluable as we pursue our strategic growth goals and address the rising global demand for recycled metal products and services.”

The appointment will bring Radius’ board of directors to eight members. You can view information on Radius’ board of directors on the Company’s website.

About Radius Recycling, Inc.

Radius Recycling, Inc. (formerly Schnitzer Steel Industries, Inc.) is one of the largest manufacturers and exporters of recycled metal products in North America with operating facilities located in 25 states, Puerto Rico, and Western Canada. Radius has seven deep water export facilities located on both the East and West Coasts and in Hawaii and Puerto Rico. The Company’s integrated operating platform also includes 50 stores which sell serviceable used auto parts from salvaged vehicles and receive over 4 million annual retail visits. The Company’s steel manufacturing operations produce finished steel products, including rebar, wire rod and other specialty products. Radius began operations in 1906 in Portland, Oregon.

Radius Recycling

Public Affairs & Communications:
Eric Potashner
415-624-9885
[e-mail]

Investor Relations:
Michael Bennett
503-323-2811
[e-mail]

Company Info:
radiusrecycling.com
[e-mail]

Cover	Oct. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 22, 2024
Entity File Number	000-22496
Entity Registrant Name	RADIUS RECYCLING, INC.
Entity Central Index Key	0000912603
Entity Tax Identification Number	93-0341923
Entity Incorporation, State or Country Code	OR
Entity Address, Address Line One	299 SW Clay Street, Suite 400
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97201
City Area Code	503
Local Phone Number	224-9900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $1.00 par value
Trading Symbol	RDUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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