STEEL DYNAMICS,INC. (NASDAQ:STLD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ME Staff 8-k
STEEL DYNAMICS,INC. (NASDAQ:STLD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Steel Dynamics,Inc. (the “Company”) recommended to Stockholders, and the Stockholders approved, at the Company’s Annual Meeting of Stockholders on May17, 2018, an Amendment to the Company’s Amended and Restated Articles of Incorporation to provide by a majority vote that Stockholders may amend, alter, change or repeal the Company’s Bylaws. ArticleVII of the Company’s Amended and Restated Articles of Incorporation is amended and replaced by the following revised ArticleVII:
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May17, 2018. Of the 236,178,949 shares of common stock issued and outstanding as of the record date on March19, 2018, 215,352,474 shares were present, in person or by proxy, thus constituting a quorum of 91.18% of the total shares outstanding and entitled to vote.
At the meeting, stockholders 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 December31, 2018; approved an Amendment to the Company’s Amended and Restated Articles of Incorporation to provide by a majority vote that Stockholders may amend the Company’s Bylaws: approved, by an advisory vote, named executive officer compensation for 2017; and approved the Steel Dynamics,Inc. 2018 Executive Incentive Compensation Plan.
Set forth below is the final share voting results for each of the proposals.
(1) Election of ten (10)director nominees for a one-year term.
Director
VotesFor
VotesWithheld
BrokerNon-Votes
Mark D. Millett
196,216,608
2,843,131
16,292,735
Keith E. Busse
192,107,618
6,952,121
16,292,735
Frank D. Byrne, M.D.
191,308,204
7,751,535
16,292,735
Kenneth W. Cornew
196,769,047
2,290,692
16,292,735
Traci M. Dolan
197,159,663
1,900,076
16,292,735
Dr.Jürgen Kolb
181,741,290
17,318,449
16,292,735
James C. Marcuccilli
191,047,069
8,012,670
16,292,735
Bradley S. Seaman
193,192,631
5,867,108
16,292,735
Gabriel L. Shaheen
195,651,056
3,408,683
16,292,735
Richard P. Teets,Jr.
192,471,875
6,587,864
16,292,735
(2) Proposal to ratify the appointment of Ernst& Young LLP independent registered accounting firm as the Company’s auditors for the year ending December31, 2018.
VotesFor
VotesAgainst
Abstentions
BrokerNon-Votes
209,524,971
5,495,898
331,605
(3) Proposal of approval of an Amendment to the Company’s Amended and Restated Articles of Incorporation to provide by a majority vote that Stockholders may amend the Company’s Bylaws.
VotesFor
VotesAgainst
Abstentions
BrokerNon-Votes
197,590,097
1,142,023
327,619
16,292,735
(4) Proposal to approve, by an advisory vote, named executive officer compensation for 2017.
VotesFor
VotesAgainst
Abstentions
BrokerNon-Votes
193,659,843
5,002,650
397,246
16,292,735
(5) Proposal to approve the Steel Dynamics,Inc. 2018 Executive Incentive Compensation Plan.
VotesFor
VotesAgainst
Abstentions
BrokerNon-Votes
193,146,606
5,514,097
399,036
16,292,735
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed with this report:
STEEL DYNAMICS INC ExhibitEX-3.1E 2 a18-13807_1ex3d1e.htm EX-3.1E Exhibit 3.1e AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF STEEL DYNAMICS,…To view the full exhibit click here About STEEL DYNAMICS,INC. (NASDAQ:STLD) Steel Dynamics, Inc. is a steel producing and a metal recycling company. The Company is engaged in manufacturing and selling of steel products, processing and selling of recycled ferrous and non-ferrous metals, and fabricating and selling of steel joist and deck products. Its segments include steel operations, which include the Company’s Butler Flat Roll Division, Columbus Flat Roll Division, The Techs galvanizing lines, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia and Iron Dynamics (IDI); metals recycling operations, which include both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage and consulting services; steel fabrication operations, which include over eight New Millennium Building Systems joist and deck plants located throughout the United States and Northern Mexico, and other operations, which consist of its Minnesota ironmaking operations, and several smaller joint ventures.