8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 9, 2019

 

Commercial Metals Company
(Exact name of registrant as specified in its charter)

 

Delaware   1-4304   75-0725338

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

6565 N. MacArthur Blvd.

Irving, Texas

  75039
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 689-4300

(Former name or former address, if changed since last report): Not Applicable

 

 

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))

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 Commercial Metals Company (the “Company”) at the Company’s annual meeting of stockholders held on January 9, 2019 (the “Annual Meeting”). For more information about the following matters, see the Company’s definitive proxy statement dated November 26, 2018.

(1) the election of three persons to serve as Class III directors to serve until the 2022 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, 2019; 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

Rhys J. Best

  94,270,156   1,658,236   2,814,797   10,321,163

Richard B. Kelson

  94,092,083   1,811,628   2,839,478   10,321,163

Charles L. Szews

  94,991,879   906,493   2,844,817   10,321,163

All three directors were elected to serve three-year terms expiring at the 2022 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

107,106,622

  1,736,340   221,390  

Approval, on an Advisory Basis, of Executive Compensation:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

94,825,515

  3,522,579   395,095   10,321,163


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.

Date: January 11, 2019

 

COMMERCIAL METALS COMPANY
By:   /s/ Paul Kirkpatrick
 

Name: Paul Kirkpatrick

Title: Vice President, General Counsel and Corporate Secretary