SunCoke Energy, Inc.
For the period ended May 14, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Apr 1, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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LETTER TO OUR STOCKHOLDERS
April 1, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc., on May 14, 2026 at 8:00 a.m., Central Time. We have adopted a virtual meeting format for our 2026 Annual Meeting. We will provide a live webcast of the meeting https://meetnow.global/M4PPXM5, where you will be able to vote your shares and submit questions online by logging in with the control number included on your proxy card or any additional voting instructions accompanying these proxy materials. We recommend that you log into the website a few minutes before the meeting to ensure that you are logged in when the meeting begins.
The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2026 Annual Meeting, including the nominees for election as directors.
As we have in the past, we are furnishing our proxy statement and other proxy materials to our stockholders over the Internet and mailing paper copies to stockholders who have requested them. For further details, please refer to the section entitled “Questions and Answers About the 2026 Annual Meeting” beginning on page 58 of the proxy statement.
Whether or not you plan to attend the 2026 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet, proxy card, or voter instruction form.
Thank you for your continued support of SunCoke Energy.
Sincerely,
Katherine T. Gates
President and Chief Executive Officer
SunCoke Energy, Inc.
1011 Warrenville Road | Suite 600 | Lisle, Illinois 60532 | tel (630)824-1000 | www.suncoke.com
NOTICE OF 2026 ANNUAL MEETING
To the Stockholders of SunCoke Energy, Inc.:
The 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc. (the “2026 Annual Meeting”) is scheduled to be held on May 14, 2026 at 8:00 a.m., Central Time, at https://meetnow.global/M4PPXM5, for the following purposes:
| 1. | To elect two directors: Martha Z. Carnes and Katherine T. Gates, to the class of directors whose term expires at the 2029 annual meeting of stockholders; |
| 2. | To hold a non-binding advisory vote on the compensation of the Company’s named executive officers; |
| 3. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
Stockholders also will transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.
All of our stockholders are cordially invited to attend the 2026 Annual Meeting. However, only holders of record of SunCoke Energy, Inc. Common Stock, par value $0.01 per share, at the close of business on March 18, 2026, (the “Record Date”) are entitled to vote at the 2026 Annual Meeting. If you plan to attend our 2026 Annual Meeting, please follow the registration instructions outlined in this proxy statement.
If you were a stockholder of record at the close of business on the Record Date, you may vote at the 2026 Annual Meeting. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 2026 Annual Meeting. Most stockholders have four options for submitting their vote: (1) via telephone, (2) over the Internet, (3) through the mail, or (4) live at the 2026 Annual Meeting. For further details about voting, please refer to the section entitled “Questions and Answers About the 2026 Annual Meeting” beginning on page 58 of the proxy statement.
If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2026 Annual Meeting. If you do not instruct your broker on how to vote with regard to the election of directors and the advisory vote on executive compensation, your shares will not be voted on these matters.
The approximate date of mailing of the Notice of Internet Availability of Proxy Materials to our stockholders will be on or about April 1, 2026, and the attached proxy statement, together with our 2025 Annual Report on Form 10-K, will be made available to our stockholders on that same date. We also will begin mailing paper copies of our proxy statement and other proxy materials to stockholders who have requested them on or about that date.
By order of the Board of Directors,
John J. DiRocco, Jr.
Vice President, Deputy General Counsel
and Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.