Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of the Company recommended to Stockholders, and the
Stockholders approved, at the Company's Annual Meeting of Stockholders on
"ARTICLE X ELECTION OF DIRECTORS
At each annual meeting of stockholders, the Directors to be elected at the meeting shall be chosen by the majority of the votes cast by the holders of outstanding shares entitled to vote in the election at the meeting, provided a quorum is present; provided, however, that if the number of nominees exceeds the number of Directors to be elected, then Directors shall be elected by the vote of a plurality of the votes cast by the holders of outstanding shares entitled to vote in the election at the meeting, provided a quorum is present. For purposes of this Article X, a "majority of votes cast" shall mean that the number of votes cast "for" a Director's election exceeds the number of votes cast "against" that Director's election."
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on
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
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 133,094,112 10,984,753 10,364,463 Sheree L. Bargabos 142,265,043 1,813,822 10,364,463 Kenneth W. Cornew 135,643,580 8,435,285 10,364,463 Traci M. Dolan 138,991,856 5,087,009 10,364,463 James C. Marcuccilli 133,285,563 10,793,302 10,364,463 Bradley S. Seaman 121,494,195 22,584,670 10,364,463 Gabriel L. Shaheen 139,349,938 4,728,927 10,364,463 Luis M. Sierra 142,462,086 1,616,779 10,364,463 Steven A. Sonnenberg 137,766,307 6,312,558 10,364,463 Richard P. Teets, Jr. 141,977,008 2,101,857 10,364,463
(2) Proposal to ratify the appointment of
registered public accounting firm as the Company's auditors for the year endingDecember 31, 2023 . Votes For Votes Against Abstentions Broker Non-Votes 143,867,094 10,187,090 389,144 -
Proposal to recommend, by advisory vote, the frequency of future advisory
(3) votes on named executive officer compensation.
Votes For Every Votes For Every Votes For Every Broker One (1) Year Two (2) Years Three (3) Years Abstentions Non-Votes 137,192,395 355,758 6,418,362 112,350 10,364,463
Proposal to approve, by an advisory vote, named executive officer
(4) compensation for 2022.
Votes For Votes Against Abstentions Broker Non-Votes 132,030,432 11,134,656 913,777 10,364,463
(5) Proposal to approve the
Votes For Votes Against Abstentions Broker Non-Votes 135,607,592 7,917,656 553,617 10,364,463
(6) Proposal to approve an Amendment to the Company's Amended and Restated
Articles of Incorporation to provide for election of directors by majority vote. Votes For Votes Against Abstentions Broker Non-Votes 143,866,510 141,177 71,178 10,364,463
Item 9.01. Financial Statements and Exhibits
(d ) Exhibits.
The following exhibits are filed with this report:
Exhibit Number Description 3.1f Amendment to Amended and Restated Articles of Incorporation ofSteel Dynamics, Inc. 10.62Steel Dynamics, Inc. 2023 Equity Incentive Plan, as approved by stockholders onMay 11, 2023 , incorporated herein by reference from our Notice of 2023 Annual Meeting & Proxy Statement filedMarch 30, 2023 . 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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