Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2023, the Board of Directors (the "Board") of Steel Dynamics, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") that became effective immediately upon approval by the Board. The Amendment (i) amends Section 1.1 of the Bylaws to reflect the current principal office of the Company, (ii) amends Section 3.2 of the Bylaws to (x) state that the number of directors of the Company shall be no less than five (5) nor more than thirteen (13), (y) state that the Board shall determine the exact number of directors from time to time by resolution and (z) clarify that directors need not be shareholders of the Company when first nominated or elected to the Board of Directors, but thereafter will be subject to the Company's equity ownership policy for directors, (iii) amends Section 3.8 of the Bylaws to state that the Board Chair shall preside at all meetings of the Board (unless absent) and (iv) adds a new Section 3.16 to the Bylaws to add proxy access provisions to the Bylaws, which permit a stockholder, or group of up to twenty (20) stockholders, owning at least three percent (3%) of the Company's outstanding stock continuously for at least three (3) years, to nominate and include in the Company's proxy materials for an annual meeting of stockholders, a number of director nominees equal to the greater of (x) two (2) director nominees or (y) twenty percent (20%) of the Board, provided that the stockholder(s) and director nominee(s) satisfy the requirements set forth in the Bylaws.

The foregoing description of the terms and conditions of the Amendment and the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.2e and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d )    Exhibits.

The following exhibit is filed with this report:

Exhibit Number Description



    3.2e           Amendment to Amended and Restated Bylaws of Steel Dynamics,
                 Inc.

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