3 unchanged sentences
Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
−Removed: Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
−Removed: that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
11 unchanged sentences
Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.
−Removed: Our independent registered public accounting firm KPMG LLP, issued an attestation report on our internal control over financial reporting, which is contained in Item 8, “Financial Statements and Supplementary Data.”
+Added: Our independent registered public accounting firm, KPMG LLP, has audited the Company's consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained in Item 8, “Financial Statements and Supplementary Data.”
Changes in Internal Control over Financial Reporting
4 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2023 Annual Meeting of the Stockholders (the "2023 Proxy Statement"), which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2022.
+Added: The information required to be disclosed by this item is incorporated herein by reference to our definitive proxy statement for the 2024 Annual Meeting of Stockholders (“2024 Proxy Statement”), which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2023.
Executive Compensation
4 unchanged sentences
The information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement, which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2023.
−Removed: Principal Accounting Fees and Services
+Added: Principal Accountant Fees and Services
Our independent registered accounting firm is KPMG LLP, Chicago, IL, Auditor Firm ID:
−Removed: The information required to be disclosed by this item is incorporated herein by reference to our 2023 Proxy Statement, which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2022.
+Added: The other information required to be disclosed by this item is incorporated herein by reference to our 2024 Proxy Statement, which we expect to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2023.
Exhibits and Financial Statement Schedules
8 unchanged sentences
4 to Registration Statement on Form S-1 filed on July 6, 2011, File No.
−Removed: 3.2* Amended and Restated Bylaws of SunCoke Energy, Inc., effective as of February 23, 2023 (filed herewith)
+Added: 3.2 Amended and Restated Bylaws of SunCoke Energy, Inc., effective as of February 23, 2023 (incorporated by reference herein to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
4.1 Form of Common Stock Certificate of the Registrant (incorporated by reference herein to Exhibit 4.1 to the Company's Amendment No.
3 unchanged sentences
4.3.1 Form of 4.875% Senior Secured Notes due 2029 (incorporated by reference herein to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on June 22, 2021, File No.
−Removed: 10.1* Third Amended and Restated Credit Agreement, dated February 16, 2023 by and among SunCoke Energy, Inc., and certain subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed herewith)
+Added: 10.1 Third Amended and Restated Credit Agreement, dated February 16, 2023 by and among SunCoke Energy, Inc., and certain subsidiaries of SunCoke Energy, Inc., as joint and several borrowers, the several lenders party thereto from time to time and Bank of America, N.A., as administrative agent (incorporated by reference herein to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
SunCoke Energy, Inc.
5 unchanged sentences
and employees of SunCoke Energy, Inc.
−Removed: or one of its Affiliates (filed herewith)
+Added: or one of its Affiliates (incorporated by reference herein to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
Form of Cash Settled Restricted Share Unit Agreement under the SunCoke Energy, Inc.
1 unchanged sentence
and employees of SunCoke Energy, Inc.
−Removed: or one of its Affiliates (filed herewith)
+Added: or one of its Affiliates (incorporated by reference herein to Exhibit 10.3.2 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
Form of Performance Share Unit Agreement under the SunCoke Energy, Inc.
1 unchanged sentence
and employees of SunCoke Energy, Inc.
−Removed: or one of its Affiliates (filed herewith)
+Added: or one of its Affiliates (incorporated by reference herein to Exhibit 10.3.3 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
Form of Long-Term Cash Incentive Award Agreement under the SunCoke Energy, Inc.
1 unchanged sentence
and employees of SunCoke Energy, Inc.
−Removed: or one of its Affiliates (filed herewith)
+Added: or one of its Affiliates (incorporated by reference herein to Exhibit 10.3.4 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023, File No.
SunCoke Energy, Inc.
106 unchanged sentences
5 to Registration Statement on Form S-1 filed on July 18, 2011, File No.
+Added: 10.17† Second Amended and Restated Coke Purchase Agreement, dated as of April 18, 2023, by and between Indiana Harbor Coke Company, L.P.
+Added: and Cleveland-Cliffs Steel LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 24, 2023, File No.
21.1* Subsidiaries of the Registrant (filed herewith)
8 unchanged sentences
95.1* Mine Safety Disclosure (filed herewith)
+Added: 97.1* Incentive Compensation Recoupment Policy (filed herewith)
101* The following financial statements from SunCoke Energy, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 22, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.
+Added: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements.
104* The cover page from SunCoke Energy, Inc's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
15 unchanged sentences
Marinko Senior Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: /s/ Bonnie M.
−Removed: Edeus Vice President, Controller
−Removed: (Principal Accounting Officer)
+Added: (Principal Financial and Accounting Officer)
/s/ Arthur F.
3 unchanged sentences
Della Ratta, Jr.
−Removed: /s/ Susan Landahl Director
−Removed: Susan Landahl
+Added: Della Ratta, Jr.
+Added: Landahl Director
/s/ Michael W.
Lewis Director
+Added: /s/ Andrei A.
+Added: Mikhalevsky Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.