SunCoke Energy (SXC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with voting on director elections, executive compensation, and auditor ratification.

• The company returned $41.4 million to shareholders in 2025 via dividends and completed the acquisition of Phoenix, expanding its industrial services footprint.

• Operational highlights include strong safety (TRIR of 0.55), environmental compliance, and contract extensions at key facilities.

• The company maintained a gross leverage ratio of 3.16x and plans to pay down acquisition debt in 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing Martha Z. Carnes and Katherine T. Gates as directors, a non-binding say-on-pay proposal, and ratification of KPMG LLP as independent auditor for 2026.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of six members, five of whom are independent; all committees are fully independent.

• The Board is divided into three classes with staggered three-year terms; active refreshment and succession planning are in place.

• 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.

• Directors are expected to attend meetings, and all attended the 2025 Annual Meeting.