STEEL DYNAMICS,INC. (NASDAQ:STLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

STEEL DYNAMICS,INC. (NASDAQ:STLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment Of Certain Officers; Compensatory Arrangements of Certain Officers.

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On October17, 2018, the Board of Directors of Steel Dynamics,Inc. approved an amendment to Section3.2 of the Company’s Amended and Restated Bylaws to increase the authorized number of directors from eleven to twelve, and appointed two new directors, resulting in a twelve member Board of Directors.

Sheree L. Bargabos

The Board appointed Sheree L. Bargabos, age 63, as a new director. From 2002 through 2012, Ms.Bargabos served as the President of the Roofing and Asphalt Division of Owens Corning (NYSE; OC), a global manufacturer of composite building materials, with 2017 revenues of $6.4 billion. In her capacity as President, Ms.Bargabos was responsible for the $2 billion roofing and asphalt business segment, managing 2,000 employees across 14 manufacturing locations. From 2013 through her retirement in 2015, Ms.Bargabos assumed the role of Vice President, Customer Experience, Roofing, helping to facilitate the successful transition of her successor, among other responsibilities.

Among numerous strong leadership characteristics, Ms.Bargabos brings a strong background in both industrial and commercial operations to the Steel Dynamics Board. She holds a Bachelor of Science degree in Chemistry from McGill University in Montreal, Quebec, Canada and an M.B.A. from Babson College in Wellesley, Massachusetts. She currently serves on the Board of Directors and as a member of the Governance committee of PGT Innovations,Inc. (NYSE; PGTI), the nation’s largest manufacturer of impact resistant windows and doors.

Sheree Bargabos will serve as a member of Steel Dynamics Audit Committee.

Steven A. Sonnenberg

The Board also appointed Steven A. Sonnenberg, age 65, as a new director. From 2008 through 2016, Mr.Sonnenberg served as President of Emerson Electric Co.’s (NYSE; EMR) $8.5 billion Process Management Group, a worldwide 40,000-employee, eight business unit manufacturer of automation products for process industries, including oil and gas, chemical processing, power, life sciences, and metals and mining. In 2016, Mr.Sonnenberg became Chair of Emerson Electric Co.’s Automation Solutions business, which assists manufacturers to maximize performance through Emerson’s industry-leading portfolio of technologies to measure, control, optimize and power their operations. In that role, and until his retirement in 2018, he also served as a senior advisor on large acquisitions and on the development of the company’s highest-level customer relationships. Currently, Mr.Sonnenberg serves as a senior advisor to Emerson and works part time in the areas of leadership development and customer relations. For more than 15 years prior to his appointment as Emerson’s Process Management Group’s President, Mr.Sonnenberg managed various Emerson affiliated companies with operations throughout Asia and Europe.

Among numerous strong leadership characteristics, Mr.Sonnenberg brings a strong background in industrial and international operations to the Steel Dynamics Board. He holds a Bachelor’s degree in Civil Engineering from the Georgia Institute of Technology and an M.B.A in Business Administration from the University of Virginia Darden School of Business. He serves on the Board of Directors of Tennant Company (NYSE; TNC), specializing in the design, manufacture and sale of nonresidential floor maintenance, outdoor cleaning equipment and related products, where he holds the position of Lead Independent Director, as well as a member of the Audit, Governance and Executive Committees.

Mr.Sonnenberg will serve as a member of Steel Dynamics Governance Committee.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October17, 2018, the Board of Directors of Steel Dynamics,Inc., acting to ArticleXI of the company’s Amended and Restated Bylaws, approved an amendment to Section3.2 to increase the authorized

number of directors to twelve members. The amendment makes no other change in the form or substance of Section3.2.

The text of amended Section3.2 of ArticleIII is attached hereto as Exhibit3.2d.

Item 8.01. Other Events.

On October17, 2018, Steel Dynamics,Inc. issued a press release titled “Steel Dynamics Announces Appointment of New Board Members.” A copy of that press release is attached hereto as Exhibit99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed with this report:


STEEL DYNAMICS INC Exhibit
EX-3.2D 2 a18-36842_1ex3d2d.htm EX-3.2D Exhibit 3.2d   AMENDMENT TO AMENDED AND RESTATED BYLAWS 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.

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