UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2023

Commission File Number: 1-13368

 

 

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

 

 

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [      x      ]                     Form 40-F [                ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

The Results of the 55th Ordinary General Meeting of Shareholders

● Agenda 1 : Approval of Financial Statements for the 55th FY

                      (From January 1, 2022 to December 31, 2022)

                       (Year-end dividend per share : KRW 2,000)

 

Item(Unit : KRW)

   

Consolidated

   

Separate

Total Assets    98,406,781 million    51,149,119 million
Total Liabilities    40,149,380 million    3,977,256 million
Share Capital    482,403 million    482,403 million
Total Equity    58,257,401 million    47,171,863 million
Sales    84,750,204 million    8,589,819 million
Operating Profit    4,850,053 million    1,674,893 million
Net Profit    3,560,484 million    -467,852 million
Net Profit per Share    41,456    -6,185

<Approval of Dividend Distribution>

 

Details

    2022  
1. Annual Dividend per Share (KRW)      12,000  
- Year-End Dividend (KRW)      2,000  
- Quarterly Dividend (KRW)      10,000  

2. Dividend Yield Ratio (%)

     ( = Annual Dividend per Share / Market Price)

      4.1  

☐ Agenda 2: Partial Amendments of the Articles of Incorporation

Agenda 2 is approved by the 55th Ordinary General Meeting of Shareholders as proposed.

 

Existing Article

   

Amendment

Article 3. Location of the Head Office and Branch Offices

 

The head office of the Company shall be located at Seoul, the Republic of Korea (“Korea”). Branch offices may be established elsewhere by resolution of the Board of Directors of the Company.

   

Article 3. Location of the Head Office and Branch Offices

 

The head office of the Company shall be located at Pohang, Gyeongsangbuk-do, the Republic of Korea (“Korea”). Branch offices may be established elsewhere by resolution of the Board of Directors of the Company.

Article 19. Convening of General Meeting of Shareholders

 

(3) General Meeting of Shareholders shall be held at location of the Company’s head office but also may be held at a nearby place if necessary.

   

Article 19. Convening of General Meeting of Shareholders

 

(3) General Meeting of Shareholders shall be held at the location of the Company’s head office or in Seoul but also may be held at a nearby place if necessary.

Article 25. Exercise of Voting Right in Writing

 

(1) Any shareholder is entitled to exercise its voting rights at a General Meeting of Shareholders in writing without being present at such General Meeting of Shareholders.

 

(2) In connection with Paragraph (1) above, the Company shall attach the document necessary for the shareholder’s exercise of its voting rights in writing and any reference documents to the written notice for convening a General Meeting of Shareholders.

 

(3) A shareholder, who intends to exercise its voting rights in writing, shall fill in the document referred to in Paragraph (2) above and submit such document to the Company one (1) day prior to the date of the relevant General Meeting of Shareholders.

    Article 25. Delete

 

Article 56. Dividends

 

(3) The Company may pay quarterly dividends in cash by a resolution of the Board of Directors each fiscal year. In such case, the record date for the distribution of quarterly dividends shall be the last day of March, June and September. The dividends should be paid within 20 days from the resolution above.

 

 

(4) Dividends referred to in Paragraphs (1) and (3) shall be paid to the shareholders and registered pledgees whose names appear in the shareholders’ register of the Company as of the last day of each fiscal year or the record date for the distribution of quarterly dividends.

   

 

Article 56. Dividends

 

(3) Dividends referred to in Paragraph (1) shall be paid to the shareholders or registered pledgees whose names appear in the shareholders’ register of the Company as of the record date determined by the resolution of the Board of Directors. In case the Company sets forth the record date for dividends, the Company shall post a public notice at least two (2) weeks prior to the record date.

 

(4) Delete

-   

Article 56-2. Quarterly Dividends

 

(1) The Company may pay quarterly dividends in cash by a resolution of the Board of Directors each fiscal year. In such case, the record date for the distribution of quarterly dividends shall be the last day of March, June or September. The dividends shall be paid within 20 days from the resolution above.

 

(2) Dividends referred to in Paragraph (1) shall be paid to the shareholders or registered pledgees whose names appear in the shareholders’ register of the Company as of the record date for the distribution of quarterly dividends.

 

-   

ADDENDA (March 17, 2023)

 

The amended Articles of Incorporation shall be effective as of the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 55th fiscal year; provided, however, that the amendments to Article 56, Paragraph (3) shall apply starting from the payment of year-end dividends for the fiscal year 2023.

● Agenda 3: Election of Inside Directors

○ Number of Inside Directors to be Elected: 3 Directors

- Agenda from 3-1 to 3-3 is approved by the 55th Ordinary General Meeting of Shareholders as proposed.

 

Name/ Agenda

   

Date of Birth

Recommended by

   

Period

   

Professional Experience

   

Term

  

Details

Jeong,

Ki-Seop

(3-1)

 

 

 

 

   

 

October 4, 1961

    January 2023 ~
Present		    CSO of Chief Strategy Office, President of POSCO HOLDINGS INC.    1 Year
  

 

2020

   

 

Representative Director, President of POSCO Energy

  

 

Board of Directors

   

 

2018

   

 

Senior Executive Vice President, Head of Corporate Planning Division, POSCO Energy

  

 

2017

   

 

Executive Vice President, Head of Domestic Business Management Office, POSCO

  

 

2016

   

 

Senior Vice President, Head of Domestic Business Management Office, POSCO

  

 

2015

   

 

Senior Vice President, Finance Chief, POSCO

  

 

2013

   

 

Senior Vice President, Head of Business Strategy Department, POSCO International

  

 

2012

   

 

Senior Vice President, Head of Overseas Management Team, POSCO International

Name/ Agenda

   

Date of Birth

Recommended by

   

Period

   

Professional Experience

   

Term

  

Details

Yoo,

Byeong-Og

(3-2)

    May 4, 1962   

 

March 2022 ~ Present

   

 

Senior Executive Vice President (Inside Director), Head of Green Materials & Energy Business Team, POSCO HOLDINGS INC.

    1 Year
  

 

Board of Directors

   

 

February 2022

   

 

Senior Executive Vice President, Head of Green Materials & Energy Business Team of Governance Enhancement TFO

 

(TF Organization), POSCO

  

 

2021

   

 

Senior Executive Vice President, Head of Industrial Gasses & Hydrogen Business Unit, POSCO

  

 

2019

   

 

Senior Executive Vice President, Head of Purchasing and Investment Division, POSCO

  

 

2017

   

 

Executive Vice President, Head of Corporate Strategy Department, POSCO

  

 

2016

   

 

Senior Vice President, Head of Raw Materials Department, POSCO

  

 

2015

   

 

Senior Vice President, Head of Stainless Steel Raw Materials Department and Raw Materials Department II, POSCO

Name/ Agenda

   

Date of Birth

Recommended by

   

Period

   

Professional Experience

   

Term

  

Details

Kim,

Ji-Yong

(3-3)

 

 

 

   

 

March, 14, 1962

   

 

January 2023 ~

Present

   

 

Senior Executive Vice President, Head of New Experience of Technology Hub, POSCO HOLDINGS INC.

    1 Year
  

 

Board of Directors

   

 

2022

   

 

Senior Executive Vice President (Inside Director), Head of Safety Health Environment(SHE) Division, POSCO

  

 

2021

   

 

Senior Executive Vice President, Head of Gwangyang Steelworks, POSCO

  

 

2018

   

 

Executive Vice President, President of PT.KP (Krakatau-POSCO), Representative President of PT-P-Indonesia Inti

 

*  Senior Executive Vice President (from Feb. 2018 onward)

  

 

April 2015

   

 

Executive Vice President, Representative President of PT-P-Indonesia Inti

  

 

February 2015

   

 

Executive Vice President, Head of PT-P-Indonesia Inti Launch TF Team

  

 

2014

   

 

Executive Vice President, Head of Steel Solutions Centre, POSCO

  

 

2010

   

 

Senior Vice President, Head of Advanced Materials Department, POSCO

● Agenda 4: Election of Non-Standing Director

○ Number of Non-Standing Director to be Elected: 1 Director

- Agenda 4 is approved by the 55th Ordinary General Meeting of Shareholders as proposed.

 

Name

   

Date of Birth

Recommended by

        

Professional Experience

    Term
  

Period

   

Details

  

 

May 27, 1959

   

 

March 2022 ~ Present

   

 

Representative Director, Vice Chairman, POSCO

   

 

1 Year

   Board of Directors   

 

2022

   

 

Representative Director, Vice Chairman, Head of Steel Business Unit, POSCO

   

 

Kim,

Hag-Dong

   

 

2021

   

 

Representative Director, President, Head of Steel Business Unit, POSCO

   
  

 

2019

   

 

Senior Executive Vice President(Inside Director), Head of Steel Production & Technology Division, POSCO

   
  

 

2017

   

 

Senior Executive Vice President, Head of Gwangyang Steelworks, POSCO

   
  

 

2015

   

 

Senior Executive Vice President, Head of Pohang Steelworks, POSCO

   
  

 

2013

   

 

Representative Director, Senior Executive Vice President, SNNC

   

● Agenda 5: Election of Outside Director

○ Number of Outside Director to be Elected: 1 Director

- Agenda 5 is approved by the 55th Ordinary General Meeting of Shareholders as proposed.

 

Name/Agenda

   

Date of Birth

Recommended by

        

Professional Experience

    Term
  

Period

   

Details

Kim,

Joon-Ki

   

 

May 13, 1965

   

 

2008 ~ Present May, 2022 ~ Present

   

 

President, Korean Council for International Arbitration (KOCIA)

    3 Years
  

Director Candidate Recommendation Committee

   

 

2021 ~Present

   

 

Vice Chair, ICC Korea, International Arbitration Committee

  

 

2018 ~ Present

   

 

Member, KCAB, International Arbitration Committee

  

 

2013 ~ Present

   

 

Panel of Arbitrators, World Bank’s International Centre for Settlement of Investment Disputes

  

 

1998 ~ 2008

   

 

Professor, Graduate School of International Studies, Yonsei University

  

 

2003 ~ 2007

   

 

Founding Executive Director, Hills Governance Center in Korea

  

 

1995 ~ 1998

   

 

Professor of Law, Hongik University

  

 

1992 ~ 1995

   

 

Attorney, Foley & Lardner, Washington, D.C

● Agenda 6: Approval of the Ceiling Amount of Total Remuneration for Directors

- Agenda 6 is approved by the 55th Ordinary General Meeting of Shareholders as proposed.

 

☐

The ceiling amount (to be approved) of the total remuneration in the FY 2023:

 

    

KRW 10.0 billion

 

☐

The ceiling amount (approved) of the total remuneration in the FY 2022:

KRW 10.0 billion

SIGNATURES

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, thereunto duly authorized.

 

      POSCO HOLDINGS INC.
      (Registrant)

Date : March 17, 2023

     By  

/s/ Han, Young-Ah

      (Signature)
      Name: Han, Young-Ah
      Title: Senior Vice President
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