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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
May 9, 2024
STEEL
DYNAMICS, INC.
(Exact name of registrant as specified in its
charter)
Indiana |
|
0-21719 |
|
35-1929476 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
7575
West Jefferson Blvd, Fort Wayne, Indiana
46804
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: 260-969-3500
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common
Stock voting, $0.0025 par value |
STLD |
NASDAQ
Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Steel Dynamics, Inc.
(the “Company”) previously approved, subject to shareholder approval, the Steel Dynamics, Inc. 2024 Employee Stock Purchase
Plan (the “Plan”). At the Company’s Annual Meeting of Shareholders on May 9, 2024, the Company’s shareholders
approved the Plan. The Plan allows “Eligible Employees” (regular full-time employees whose customary employment is at least
30 hours per week and 1,000 hours annually, and have completed 30 days of “Service”) to purchase shares of the Company’s
common stock, in the open market through a “Designated Broker” and at fair market value, through regular payroll deductions
and certain “matching” contributions by the Company.
The foregoing brief description of the Plan
is qualified in its entirety by the text of the Plan. A detailed summary of the material terms of the Plan appears on pages 75 –
78 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 28, 2024, and is incorporated herein by reference. That summary and the foregoing description of the Plan do not purport to be complete and
are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.64 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 9,
2024. Of the 157,947,385 shares of common stock issued and outstanding as of the record date on March 18, 2024, 143,487,187 shares
were present, in person or by proxy, thus constituting a quorum of 90.84% of the total shares outstanding and entitled to vote.
At the meeting, shareholders elected all ten of the directors nominated
by the Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified; ratified the appointment
of Ernst & Young LLP independent registered public accounting firm as the Company’s auditors for the year ending December 31,
2024; approved, by an advisory vote, named executive officer compensation for 2023; approved the Steel Dynamics, Inc. 2024 Employee
Stock Purchase Plan; and did not approve the shareholder proposal to adopt a shareholder right to call a special shareholder meeting.
Set forth below are the final share voting results for each of the
proposals.
(1) | Election of ten (10) director nominees for a one-year term and until their successors are duly elected and qualified. |
Director | |
Votes For | | |
Votes
Against | | |
Abstentions | | |
Broker Non-Votes | |
Mark D. Millett | |
| 124,287,111 | | |
| 9,401,675 | | |
| 1,064,028 | | |
| 8,734,373 | |
Sheree L. Bargabos | |
| 129,662,866 | | |
| 4,378,934 | | |
| 711,014 | | |
| 8,734,373 | |
Kenneth W. Cornew | |
| 130,110,452 | | |
| 3,922,204 | | |
| 720,158 | | |
| 8,734,373 | |
Traci M. Dolan | |
| 130,294,293 | | |
| 3,740,832 | | |
| 717,689 | | |
| 8,734,373 | |
Jennifer L. Hamann | |
| 133,921,184 | | |
| 119,889 | | |
| 711,741 | | |
| 8,734,373 | |
James C. Marcuccilli | |
| 128,216,010 | | |
| 5,717,596 | | |
| 819,208 | | |
| 8,734,373 | |
Bradley S. Seaman | |
| 125,669,659 | | |
| 8,249,679 | | |
| 833,476 | | |
| 8,734,373 | |
Gabriel L. Shaheen | |
| 130,456,055 | | |
| 3,576,554 | | |
| 720,205 | | |
| 8,734,373 | |
Luis M. Sierra | |
| 133,386,996 | | |
| 650,461 | | |
| 715,357 | | |
| 8,734,373 | |
Richard P. Teets, Jr. | |
| 130,884,946 | | |
| 3,166,802 | | |
| 701,066 | | |
| 8,734,373 | |
(2) | Proposal to ratify the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s
auditors for the year ending December 31, 2024. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 131,783,743 | | |
| 10,962,742 | | |
| 740,702 | | |
| - | |
(3) | Proposal to approve, by an advisory vote, named executive officer compensation for 2023. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 123,502,265 | | |
| 10,472,095 | | |
| 778,454 | | |
| 8,734,373 | |
(4) | Proposal to approve the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 133,571,452 | | |
| 92,150 | | |
| 1,089,212 | | |
| 8,734,373 | |
(5) | Shareholder proposal to adopt a shareholder right to call a special shareholder meeting. |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| 54,857,944 | | |
| 79,692,064 | | |
| 202,806 | | |
| 8,734,373 | |
Item 8.01. Other Events
On
May 10, 2024, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Second Quarter 2024
Cash Dividend.” A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d ) Exhibits.
The following exhibits are filed with
this report:
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SIGNATURE
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 hereto duly authorized.
|
|
STEEL DYNAMICS, INC. |
|
|
|
|
/s/ Theresa E. Wagler |
Date: May 14, 2024 |
By: |
Theresa E. Wagler |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Press Release May 10,
2024 |
|
|
7575 W. Jefferson Blvd. |
Steel Dynamics Announces Second Quarter 2024
Cash Dividend
FORT WAYNE, INDIANA, May 10, 2024 / PRNewswire / Steel Dynamics, Inc.
(NASDAQ/GS: STLD) today announced that the company’s board of directors
declared a second quarter cash dividend of $0.46 per common share. The dividend is payable to shareholders of record at the
close of business on June 30, 2024 and is payable on or about July 12, 2024.
About Steel Dynamics, Inc.
Steel Dynamics is one of the largest domestic steel producers and
metals recyclers in North America, based on estimated annual steelmaking and metals recycling capability, with facilities located throughout
the United States, and in Mexico. Steel Dynamics produces steel products, including hot roll, cold roll, and coated sheet steel, structural
steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections,
and steel joists and deck. In addition, the company produces liquid pig iron and processes and sells ferrous and nonferrous scrap.
Contact: Investor Relations — +1.260.969.3500
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