Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 12, 2022, the board of directors (the "Board") of Commercial Metals
Company (the "Company"), pursuant to applicable provisions of the Company's
Restated Certificate of Incorporation, as amended, and Fourth Amended and
Restated Bylaws, (i) increased the size of the Board from eight directors to
nine directors and (ii) appointed John R. McPherson to serve as a Class II
director of the Company effective as of March 15, 2022. As such, Mr. McPherson
will stand for re-election at the Company's 2024 annual meeting of stockholders.
A copy of the press release announcing the appointment is attached hereto as
Exhibit 99.1.
Mr. McPherson served as Executive Vice President and Chief Financial & Strategy
Officer of Vulcan Materials Company, Inc. ("Vulcan Materials"), a publicly
traded company principally engaged in the production, distribution and sale of
construction materials and industrial and specialty chemicals, from 2014 until
2018. From 2012 through 2014, Mr. McPherson served as President, East Region of
Vulcan Materials, and from 2011 through 2012, he served as Senior Vice
President, Strategy & Business Development of Vulcan Materials. Prior to joining
Vulcan Materials, from 1995 through 2011 Mr. McPherson served in a variety of
roles with McKinsey & Company, Inc. ("McKinsey"), including from 2007 through
2011 as a director (senior partner). Before joining McKinsey, Mr. McPherson
spent three years from 1990 to 1993 with Goldman, Sachs & Co. Mr. McPherson is
currently a member of the board of directors of Forterra, Inc.
As compensation for his service on the Board, Mr. McPherson will receive the
Company's standard compensation for non-employee directors, including equity
incentive awards pursuant to the Company's 2013 Long-Term Equity Incentive Plan.
There are no arrangements or understandings between Mr. McPherson and any other
persons pursuant to which Mr. McPherson was named a director of the Company.
Except as noted herein, Mr. McPherson does not have any direct or indirect
material interest in any transaction or proposed transaction required to be
reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished as part of this Current Report on
Form 8-K.
99.1 Press Release issued by Commercial Metals Company on January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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