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Published: 2022-01-18 06:10:34 ET
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8-K
COMMERCIAL METALS Co false 0000022444 0000022444 2022-01-12 2022-01-12

 

 

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): January 12, 2022

 

 

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-4304   75-0725338
(Commission File Number)   (IRS Employer Identification No.)

 

6565 N. MacArthur Blvd.  
Irving, Texas   75039
(Address of Principal Executive Offices)   (Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

 

☐

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(s)

  

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value   CMC   New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

The following matters were voted upon by the stockholders of the Company at the Company’s annual meeting of stockholders held on January 12, 2022 (the “Annual Meeting”). For more information about the following matters, see the Company’s definitive proxy statement dated November 23, 2021.

(1)    the election of three persons to serve as Class III directors until the 2025 annual meeting of stockholders and until their successors are elected;

(2)    the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2022; and

(3)    the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting.

The following is a summary of the final voting results for each matter presented to the stockholders:

Election of Directors:

 

Director’s Name   Votes For   Votes Against   Votes Abstained   Broker Non-
Votes
Lisa M. Barton   97,700,959.97   557,818.09   164,214.95   9,744,090.00
Gary E. McCullough   97,727,012.78   549,462.28   146,517.95   9,744,090.00
Charles L. Szews   96,456,178.70   1,799,562.28   167,252.03   9,744,090.00

All three nominees were elected to serve three-year terms expiring at the 2025 annual meeting of stockholders.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm:

 

Votes For   Votes Against   Votes Abstained   Broker Non-
Votes
106,602,658.86   1,511,568.18   52,855.97   —

Approval, on an Advisory Basis, of Executive Compensation:

 

Votes For   Votes Against   Votes Abstained   Broker Non-
Votes
96,695,497.35   1,485,824.70   241,670.97   9,744,090.00

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 hereunto duly authorized.

 

    COMMERCIAL METALS COMPANY
Date: January 18, 2022       By:  

/s/ Jody Absher

      Name:   Jody Absher
      Title:   Vice President, General Counsel and
Corporate Secretary