COMMERCIAL METALS COMPANY Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
• Clarify that the Board may postpone, reschedule, or cancel any special
meeting of shareholders called by the Board or any annual meeting of
shareholders;
• Enhance procedural mechanics in connection with shareholder nominations
of directors and submission of shareholder proposals (other than
proposals to be included in the Company's proxy statement pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) at shareholder meetings;
• Add a requirement that any shareholder submitting a nomination notice
make a representation as to whether such shareholder intends to solicit
proxies in support of director nominees other than the Company's nominees
in accordance with Rule 14a-19 under the Exchange Act, an obligation to
inform the Company of any change to such intent within two business days
of such change and a requirement that any shareholder that has provided
notice pursuant to Rule 14a-19(b) under the Exchange Act provide, no
later than five business days prior to the applicable meeting, reasonable
evidence that the requirements of Rule 14a-19(a)(3) under the Exchange
Act have been satisfied;
• Require that the Company disregard any proxies for a shareholder's
proposed nominees on the Company's proxy card if, after such shareholder
provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such
shareholder subsequently fails to comply with the requirements of Rule
14a-19(a)(2) or (3) under the Exchange Act;
• Enhance procedural mechanics in connection with shareholder requested
special meetings of shareholders;
• Clarify the parameters for proxies in connection with shareholder meetings;
• Clarify the Board's ability to set rules, regulations and procedures for
the conduct of shareholder meetings and clarify the powers of the
presiding officer of shareholder meetings;
• Permit the presiding officer at any shareholder meeting to adjourn the
meeting, whether or not a quorum is present;
• Clarify the term of directors of the Company and the process for director
and officer resignations;
• Clarify that the Chairman of the Board and Lead Director positions are
non-officer positions;
• Provide for the appointment of a Lead Director if the Chairman of the
Board is not an independent director;
• Provide that a majority of the directors (rather than any two directors)
may call a special meeting of the Board and permit the calling of special
meetings of the Board on less than one day's notice if the person(s)
calling the meeting deem necessary or appropriate under the
circumstances;
• Conform the procedures for notice to stockholders to align with general
practice;
• Modify the duties of the Chief Executive Officer, President and Chief
Operating Officer to align with general practice; and
• Make various other updates and ministerial and conforming changes.
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The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are furnished as part of this report:
Exhibit No. Description
3.1 Amended and Restated Bylaws of Commercial Metals Company ,
effective as of June 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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