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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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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:
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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 13, 2021 (the “Annual Meeting”). For more information about the following matters, see the Company’s definitive proxy statement dated November 23, 2020, as supplemented to date.
(1) the election of three persons to serve as Class II directors to serve until the 2024 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, 2021; 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 | ||||
| Vicki L. Avril-Groves |
100,240,705 | — | 1,285,937 | 9,715,063 | ||||
| Barbara R. Smith |
97,859,771 | — | 3,666,871 | 9,715,063 | ||||
| Joseph C. Winkler |
100,841,075 | — | 685,567 | 9,715,063 |
All three directors were elected to serve three-year terms expiring at the 2024 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 | |||
| 108,832,591 |
2,352,412 | 56,702 | — |
Approval, on an Advisory Basis, of Executive Compensation:
| Votes For |
Votes Against | Votes Abstained | Broker Non-Votes | |||
| 98,922,197 |
2,034,839 | 569,606 | 9,715,063 |
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 15, 2021 | ||||||
| By: | /s/ Jody K. Absher | |||||
| Name: | Jody K. Absher | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||
