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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Olympic Steel Inc. 10-K 12/31/23 107:9.6M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.95M
2: EX-10.44 Material Contract HTML 40K
3: EX-21 Subsidiaries List HTML 30K
4: EX-23.1 Consent of Expert or Counsel HTML 27K
5: EX-24 Power of Attorney HTML 33K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 43K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
16: R1 Document And Entity Information HTML 99K
17: R2 Consolidated Statements of Comprehensive Income HTML 111K
18: R3 Consolidated Balance Sheets HTML 136K
19: R4 Consolidated Balance Sheets (Parentheticals) HTML 48K
20: R5 Consolidated Statements of Cash Flows HTML 115K
21: R6 Consolidated Statements of Cash Flows HTML 30K
(Parentheticals)
22: R7 Consolidated Statements of Shareholders' Equity HTML 61K
23: R8 Note 1 - Summary of Significant Accounting HTML 65K
Policies
24: R9 Note 2 - Acquisitions HTML 59K
25: R10 Note 3 - Disposition of Assets HTML 31K
26: R11 Note 4 - Revenue Recognition HTML 84K
27: R12 Note 5 - Accounts Receivable HTML 32K
28: R13 Note 6 - Inventories HTML 38K
29: R14 Note 7 - Property and Equipment HTML 46K
30: R15 Note 8 - Goodwill and Intangible Assets HTML 67K
31: R16 Note 9 - Leases HTML 85K
32: R17 Note 10 - Debt HTML 56K
33: R18 Note 11 - Derivative Instruments HTML 44K
34: R19 Note 12 - Fair Value of Assets and Liabilities HTML 68K
35: R20 Note 13 - Equity Plans HTML 66K
36: R21 Note 14 - Commitments and Contingencies HTML 38K
37: R22 Note 15 - Income Taxes HTML 87K
38: R23 Note 16 - Shares Outstanding and Earnings Per HTML 44K
Share
39: R24 Note 17 - Equity Programs HTML 34K
40: R25 Note 18 - Segment Information HTML 85K
41: R26 Note 19 - Retirement Plans HTML 38K
42: R27 Note 20 - Related-party Transactions HTML 34K
43: R28 Schedule II - Valuation and Qualifying Accounts HTML 51K
44: R29 Insider Trading Arrangements HTML 37K
45: R30 Significant Accounting Policies (Policies) HTML 103K
46: R31 Note 2 - Acquisitions (Tables) HTML 49K
47: R32 Note 4 - Revenue Recognition (Tables) HTML 78K
48: R33 Note 6 - Inventories (Tables) HTML 35K
49: R34 Note 7 - Property and Equipment (Tables) HTML 43K
50: R35 Note 8 - Goodwill and Intangible Assets (Tables) HTML 66K
51: R36 Note 9 - Leases (Tables) HTML 85K
52: R37 Note 10 - Debt (Tables) HTML 46K
53: R38 Note 11 - Derivative Instruments (Tables) HTML 37K
54: R39 Note 12 - Fair Value of Assets and Liabilities HTML 62K
(Tables)
55: R40 Note 13 - Equity Plans (Tables) HTML 57K
56: R41 Note 15 - Income Taxes (Tables) HTML 88K
57: R42 Note 16 - Shares Outstanding and Earnings Per HTML 42K
Share (Tables)
58: R43 Note 18 - Segment Information (Tables) HTML 79K
59: R44 Schedule II - Valuation and Qualifying Accounts HTML 50K
(Tables)
60: R45 Note 1 - Summary of Significant Accounting HTML 56K
Policies (Details Textual)
61: R46 Note 2 - Acquisitions (Details Textual) HTML 84K
62: R47 Note 2 - Acquisitions - Purchase Price Allocation HTML 56K
(Details)
63: R48 Note 2 - Acquisitions - Pro Forma (Details) HTML 44K
64: R49 Note 3 - Disposition of Assets (Details Textual) HTML 33K
65: R50 Note 4 - Revenue Recognition - Disaggregation of HTML 63K
Revenues, Percentage (Details)
66: R51 Note 5 - Accounts Receivable (Details Textual) HTML 31K
67: R52 Note 6 - Inventories (Details Textual) HTML 33K
68: R53 Note 6 - Inventories - Steel Inventories (Details) HTML 33K
69: R54 Note 7 - Property and Equipment (Details Textual) HTML 28K
70: R55 Note 7 - Property and Equipment - Schedule of HTML 65K
Property and Equipment (Details)
71: R56 Note 8 - Goodwill and Intangible Assets (Details HTML 54K
Textual)
72: R57 Note 8 - Goodwill and Intangible Assets - HTML 43K
Goodwill, by Reportable Segment (Details)
73: R58 Note 8 - Goodwill and Intangible Assets - HTML 48K
Intangible Assets, Net (Details)
74: R59 Note 9 - Leases (Details Textual) HTML 44K
75: R60 Note 9 - Leases - Lease Cost (Details) HTML 35K
76: R61 Note 9 - Leases - Lease Payments (Details) HTML 35K
77: R62 Note 9 - Leases - Balance Sheet Information HTML 66K
Related to Leases (Details)
78: R63 Note 9 - Leases - Maturities of Lease Liabilities HTML 69K
(Details)
79: R64 Note 10 - Debt (Details Textual) HTML 89K
80: R65 Note 10 - Debt - Summary of Debt (Details) HTML 39K
81: R66 Note 10 - Debt - Principal Payments Over the Next HTML 47K
5 Years and Thereafter (Details)
82: R67 Note 11 - Derivative Instruments (Details Textual) HTML 45K
83: R68 Note 11 - Derivative Instruments - Impact from HTML 34K
Derivatives on Consolidated Statements of
Comprehensive Income (Details)
84: R69 Note 12 - Fair Value of Assets and Liabilities HTML 29K
(Details Textual)
85: R70 Note 12 - Fair Value of Assets and Liabilities - HTML 68K
Fair Value Measurements, Recorded (Details)
86: R71 Note 13 - Equity Plans (Details Textual) HTML 91K
87: R72 Note 13 - Equity Plans - Stock-based Compensation HTML 31K
Expense Recognized on Restricted Stock Units
(Details)
88: R73 Note 13 - Equity Plans - Restricted Stock Unit HTML 53K
Activity (Details)
89: R74 Note 14 - Commitments and Contingencies (Details HTML 29K
Textual)
90: R75 Note 15 - Income Taxes (Details Textual) HTML 32K
91: R76 Note 15 - Income Taxes - Provision (Benefit) for HTML 44K
Income Taxes (Details)
92: R77 Note 15 - Income Taxes - Deferred Income Taxes HTML 64K
(Details)
93: R78 Note 15 - Income Taxes - Unrecognized Tax Benefits HTML 40K
Activity (Details)
94: R79 Note 15 - Income Taxes - Tax Rate Reconciliation HTML 44K
(Details)
95: R80 Note 16 - Shares Outstanding and Earnings Per HTML 62K
Share - Earnings Per Share (Details)
96: R81 Note 17 - Equity Programs (Details Textual) HTML 56K
97: R82 Note 18 - Segment Information (Details Textual) HTML 28K
98: R83 Note 18 - Segment Information - Segment Reporting HTML 58K
Information by Revenue (Details)
99: R84 Note 18 - Segment Information - Segment Reporting HTML 44K
Information by Capital Expenditures and Assets
(Details)
100: R85 Note 19 - Retirement Plans (Details Textual) HTML 53K
101: R86 Note 20 - Related-party Transactions (Details HTML 40K
Textual)
102: R87 Schedule II - Valuation and Qualifying Accounts - HTML 40K
Summary of Valuation and Qualifying Accounts
(Details)
104: XML IDEA XML File -- Filing Summary XML 192K
107: XML XBRL Instance -- zeus20231231_10k_htm XML 2.38M
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105: JSON XBRL Instance as JSON Data -- MetaLinks 566± 895K
106: ZIP XBRL Zipped Folder -- 0001437749-24-005372-xbrl Zip 385K
EXHIBIT 97
OLYMPIC STEEL, INC.
Compensation Recoupment Policy Effective November 2, 2023
Purpose
As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Olympic Steel, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the Company’s Chief Financial Officer.
Policy Statement
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from any such Covered Officer.
Covered Officers
For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board or the Compensation Committee of the Board (the “Committee”). Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
For purposes of this Policy:
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“Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below) Received during the applicable Recovery Period (as defined below) that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery Period had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid. |
Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based Compensation; and (iv) it is
Received while the Company has a class of securities listed on a national securities exchange or a national securities association.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.
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“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan, other than tax-qualified retirement plans, including long term disability, life insurance, and supplemental executive retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans. |
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“Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. |
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Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. |
Recovery Period
For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined below) and, if applicable, any transition period resulting from a change in the Company’s fiscal year within or immediately following those three completed fiscal years (provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).
For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.
Clawback Exceptions
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):
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the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange); |
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recovery would violate home country law that was adopted prior to November 28, 2022 (and the |
● Company has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or
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recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and regulations thereunder. For purposes of clarity, this Clawback Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and supplemental executive retirement plans, or any other compensation that is based on Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans. |
Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded Covered Compensation.
Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Final Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.
Each Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the Chief Financial Officer an acknowledgment of and consent to this Policy, in a form reasonably acceptable to and provided by the Company from time to time, (i) acknowledging and consenting to be bound by the terms of this Policy, (ii) agreeing to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the Company pursuant to this Policy, and (iii) agreeing that the Company may enforce its rights under this Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy.
Disclosure
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance.
OLYMPIC STEEL, INC.
Form of Compensation Recoupment Policy Acknowledgment and Consent
The undersigned hereby acknowledges that he or she has received and reviewed a copy of the Compensation Recoupment Policy (the “Policy”) of Olympic Steel, Inc. (the “Company”), effective as of November 2, 2023, as adopted by the Company’s Board of Directors.
Pursuant to such Policy, the undersigned hereby:
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acknowledges that he or she has been designated as (or assumed the position of) a Covered Officer (as defined in the Policy); |
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acknowledges and consents to the Policy; |
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acknowledges and consents to be bound by the terms of the Policy; |
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agrees to fully cooperate with the Company in connection with any of the undersigned’s obligations to the Company pursuant to the Policy, including, without limitation, the repayment by or recovery from the undersigned of Covered Compensation (as defined in the Policy); and |
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agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted under applicable law as the Company deems necessary or desirable under the Policy. |
ACKNOWLEDGED AND AGREED:
________________________________________________________
Name:
Date:
Olympic Steel, Inc. Compensation Recoupment Policy Acknowledgement and Consent
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/23/24 | |||
| For Period end: | 12/31/23 | |||
| 11/2/23 | 8-K | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||