Commercial Metals Company (NYSE:CMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January9, 2018, Robert L. Guido, a ClassI director of Commercial Metals Company (the “Company”), provided notice to the Company’s Board of Directors (the “Board”) of his intention to retire from his position on the Board effective as of the Company’s annual meeting of stockholders on January10, 2018 (the “2018 Annual Meeting”). Mr.Guido’s decision to retire was not due to any disagreement with the Company relating to its operations, policies or practices.
Item 5.02 Submission of Matters to a Vote of Security Holders.
On January10, 2018, the following matters were voted upon by the stockholders of the Company at the 2018 Annual Meeting. For more information about the following matters, see the Company’s definitive proxy statement dated November27, 2017.
(1)the election of three persons to serve as ClassII directors to serve until the 2021 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 August31, 2018;
(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 2018 Annual Meeting;
(4)an advisory vote on the frequency of future advisory votes on executive compensation;
(5)the re-approval of the Commercial Metals Company 2013 Cash Incentive Plan; and
(6)the re-approval of the Commercial Metals Company 2013 Long-Term Equity Incentive Plan.
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 | VotesAgainst | VotesAbstained | BrokerNon-Votes |
|
RickJ.Mills |
99,061,361 | 547,787 | 202,697 | 9,044,553 |
|
BarbaraR.Smith |
97,303,510 | 2,350,794 | 157,541 | 9,044,553 |
|
JosephWinkler |
94,727,104 | 4,842,993 | 241,748 | 9,044,553 |
All three directors were elected to serve three-year terms expiring at the 2021 annual meeting of stockholders.
Ratification of the Appointment of Deloitte& Touche LLP as the Company’s Independent Registered Public Accounting Firm:
|
Votes For |
VotesAgainst |
VotesAbstained |
BrokerNon-Votes |
|
106,999,548 |
1,713,216 | 143,634 | — |
Approval, on an Advisory Basis, of Executive Compensation:
|
Votes For |
VotesAgainst |
VotesAbstained |
BrokerNon-Votes |
|
43,720,949 |
54,413,850 | 1,677,046 | 9,044,553 |
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:
|
1 Year |
2 Years |
3 Years |
VotesAbstained |
BrokerNon-Votes |
|
74,278,360 |
105,733 | 23,984,858 | 1,442,894 | — |
Based on the results of the advisory vote on the frequency of the advisory vote on executive compensation, the Board has determined that the Company will hold its advisory vote on executive compensation every year until the next advisory vote on the frequency of the advisory vote on executive compensation.
Re-Approval of the Commercial Metals Company 2013 Cash Incentive Plan:
|
Votes For |
VotesAgainst |
VotesAbstained |
BrokerNon-Votes |
|
97,108,624 |
2,388,118 | 315,103 | 9,044,553 |
Re-Approval of the Commercial Metals Company 2013 Long-Term Equity Incentive Plan:
|
Votes For |
VotesAgainst |
VotesAbstained |
BrokerNon-Votes |
|
96,801,914 |
2,721,576 | 288,355 | 9,044,553 |
About Commercial Metals Company (NYSE:CMC)
Commercial Metals Company, together with its subsidiaries, manufactures, recycles and markets steel and metal products, related materials and services through a network. The Company’s Americas Recycling segment processes scrap metals for use as a raw material by manufacturers of new metal products. The Americas Mills segment consists of steel mills, commonly referred to as minimills that produce reinforcing bar (rebar), angles, flats and rounds. Its Americas Fabrication segment consists of its steel fabrication facilities that bend, weld, cut and fabricate steel, primarily rebar. Its International Mill segment consists of its mill, recycling and fabrication operations located in Poland. Its International Marketing and Distribution segment includes international operations for the sales, distribution and processing of primary and secondary metals, fabricated metals, semi-finished, long and flat steel products, and other industrial products.