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): May 23, 2017 (May 18, 2017)
STEEL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction
of incorporation) | | 0-21719
(Commission File Number) | | 35-1929476
(IRS Employer
Identification No.) |
7575 W. Jefferson Blvd., Fort Wayne, Indiana 46804
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 260-969-3500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Steel Dynamics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 18, 2017. Of the 242,383,332 shares of common stock issued and outstanding as of the record date on March 20, 2017, 225,101,782 shares were present, in person or by proxy, thus constituting a quorum of 92.87% 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 December 31, 2017; and approved, by an advisory vote, named executive officer compensation for 2016. In addition, the Board of Directors recommended and stockholders selected, by an advisory vote, to have future advisory votes on named executive officer compensation on an annual basis. In light of such vote and consistent with the recommendation of the Company’s Board of Directors, the Company will continue to include an advisory stockholder vote on the annual compensation of named executive officers each year. The Company will continue this practice until the stockholders’ next vote on the frequency of such votes, at which time it will consider the results of that advisory vote.
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 | | Votes For | | Votes Withheld | | Broker Non-Votes | |
| | | | | | | |
Mark D. Millett | | 203,519,878 | | 6,613,955 | | 14,967,949 | |
Keith E. Busse | | 202,667,999 | | 7,465,834 | | 14,967,949 | |
Frank D. Byrne, M.D. | | 150,554,948 | | 59,578,885 | | 14,967,949 | |
Kenneth W. Cornew | | 207,204,524 | | 2,929,309 | | 14,967,949 | |
Traci M. Dolan | | 205,974,629 | | 4,159,204 | | 14,967,949 | |
Dr. Jürgen Kolb | | 141,737,454 | | 68,396,379 | | 14,967,949 | |
James C. Marcuccilli | | 147,685,842 | | 62,447,991 | | 14,967,949 | |
Bradley S. Seaman | | 154,062,303 | | 56,071,530 | | 14,967,949 | |
Gabriel L. Shaheen | | 151,735,151 | | 58,398,682 | | 14,967,949 | |
Richard P. Teets, Jr. | | 204,003,757 | | 6,130,076 | | 14,967,949 | |
(2) Proposal to ratify the appointment of Ernst & Young LLP independent registered accounting firm as the Company’s auditors for the year ending December 31, 2017.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
219,458,724 | | 4,895,318 | | 747,740 | | — | |
(3) Proposal to recommend, by advisory vote, the frequency of future advisory votes on named executive officer compensation.
Votes For Every
One (1) Year | | Votes For Every
Two (2) Years | | Votes For Every
Three (3) Years | | Abstentions | | Broker
Non-Votes | |
183,737,030 | | 602,526 | | 25,211,543 | | 582,734 | | 14,967,949 | |
(4) Proposal to approve, by an advisory vote, named executive officer compensation for 2016.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
203,575,553 | | 3,377,749 | | 3,180,531 | | 14,967,949 | |
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SIGNATURE
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 hereto duly authorized.
| | STEEL DYNAMICS, INC. |
| | |
| | /s/Theresa E. Wagler |
Date: May 23, 2017 | By: | Theresa E. Wagler |
| Title: | Executive Vice President and |
| | Chief Financial Officer |
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