Commercial Metals Company
20220621100901643 in a 8-K on 06/21/2022   Download
SEC Document
SEC Filing

On June 15, 2022, the board of directors (the “Board”) of Commercial Metals Company (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things:

 

   

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.