DEF 14A

DEF 14A 1 d378141ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

COMMERCIAL METALS COMPANY

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

To Be Held On January 11, 2023

Date:

Wednesday,

January 11, 2023

Time:

10:00 a.m.,

Central Standard Time

Place:

Commercial Metals Company

CMC Hall, 9^th Floor

6565 North MacArthur Blvd.

Irving, Texas 75039

Record Date:

November 14, 2022

Agenda:

(1) the election of the two persons named in the accompanying proxy statement to serve as Class I directors until the 2026 annual meeting of stockholders and until their successors are elected;

(2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2023;

(3) an advisory vote on executive compensation; and

(4) the transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

You are cordially invited to attend the annual meeting of stockholders of Commercial Metals Company (“we,” “CMC” or the “Company”), to be held at 10:00 a.m., Central Standard Time, on January 11, 2023 (and any postponement or adjournment thereof) in CMC Hall at our corporate headquarters located at 6565 North MacArthur Boulevard, 9th Floor, Irving, Texas 75039 (the “Annual Meeting”).

In order to be admitted to the Annual Meeting, you are required to bring proof of ownership of Commercial Metals Company common stock, as well as a form of government-issued photo identification. You may obtain directions to the Annual Meeting by contacting us at (214) 689-4300.

We have elected to provide access to our proxy materials over the Internet at www.proxydocs.com/CMC instead of mailing printed copies of those materials to each stockholder. We believe that furnishing these materials electronically allows us to more efficiently provide our stockholders with our proxy materials while reducing costs and reducing the impact of the Annual Meeting on the environment. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials you previously received. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically, unless you specifically request a printed copy. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares by one of the following ways:

Mail

Return the proxy card by mail

Phone

Call the toll-free number provided on the proxy card

Online

Follow online instructions on the proxy card

At the Meeting

Attend the annual meeting with your ID and nominee issued proxy

Voting instructions are described in the Notice Regarding the Availability of Proxy Materials you previously received. Proxies forwarded by or for banks, brokers, trusts or other nominees should be returned as requested by them. The prompt return of proxies will save the expense involved in further communication.

By Order of the Board of Directors,

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JODY K. ABSHER

Secretary

Irving, Texas

November 22, 2022

Table of Contents


Proxy Statement for Annual Meeting of Stockholders			1

Proxy Statement Summary			3

Information About the Meeting and Voting			10

Security Ownership of Certain Beneficial Owners and Management			15

Proposal 1: Election of Directors			18

Corporate Governance; Board and Committee Matters			23

Compensation Committee Report			29

Compensation Discussion and Analysis			30

Executive Compensation			43

Non-Employee Director Compensation			59


Compensation Committee Interlocks and Insider Participation			61

Certain Relationships and Related Person Transactions			62

Audit Committee Report			63

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			65

Proposal 3: Advisory Vote on Executive Compensation			67

Equity Compensation Plans			68

2024 Annual Meeting and Stockholder Proposals			69

Other Business			69

Cautionary Note Regarding Forward-Looking Statements; Available Information

This proxy statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements can generally be identified by phrases such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “intends,” “may,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management’s expectations and beliefs as of the date of this proxy statement. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. We describe risks and uncertainties that could cause actual results and events to differ materially in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the fiscal year ended August 31, 2022. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

References to our website in this proxy statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this proxy statement or incorporated into any other filings we make with the Securities and Exchange Commission.

PROXY STATEMENT FOR ANNUAL MEETING

OF STOCKHOLDERS

To Be Held on January 11, 2023

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Commercial Metals Company for use at the Annual Meeting of our stockholders to be held on Wednesday, January 11, 2023 at 10:00 a.m., Central Standard Time, in CMC Hall at the Company’s corporate headquarters at 6565 North MacArthur Boulevard, 9th Floor, Irving, Texas 75039, and at any and all postponements or adjournments of the Annual Meeting. The approximate date on which this proxy statement and accompanying proxy card are first being made available to stockholders is November 22, 2022.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless you specifically request a printed copy. Instead, on or about November 22, 2022, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the Internet. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice Regarding the Availability of Proxy Materials will also instruct you as to how you may submit your proxy on the Internet.

Shares represented by each proxy, if properly executed and returned to us prior to the Annual Meeting in accordance with the instructions in the accompanying proxy card and the Notice Regarding the Availability of Proxy Materials, will be voted as directed, but if not otherwise specified, will be voted as follows:

•

FOR Proposal 1 – the election of the two director nominees named in this proxy statement;

•

FOR Proposal 2 – the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2023; and

•

FOR Proposal 3 – the proposal to approve, on an advisory basis, the compensation of our named executive officers.

A stockholder executing a proxy may revoke it at any time before it is voted (or in the case of voting by phone or Internet, prior to the close of voting) by giving written notice to the Secretary of the Company, by subsequently executing and delivering a new proxy or by voting in person at the Annual Meeting.

Stockholders of record can simplify their voting and reduce our cost by voting their shares via telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded. If a stockholder’s shares are held in the name of a bank, broker, trust or other nominee, the availability of telephone and Internet voting will depend upon the voting processes of the bank, broker, trust or other nominee. Accordingly, stockholders should follow the voting instructions on the form they receive from their bank, broker, trust or other nominee.

Stockholders who elect to vote via telephone or the Internet may incur telecommunications and Internet access charges and other costs for which they are solely responsible. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Standard Time, on January 10, 2023. Instructions for voting via telephone or the Internet are contained in the Notice Regarding the Availability of Proxy Materials. Only stockholders of record on November 14, 2022 are entitled to notice of and to attend and/or vote at the Annual Meeting or any adjournments of the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices located at 6565 North MacArthur

Commercial Metals Company 2022 Proxy Statement 1

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

Boulevard, Suite 800, Irving, Texas 75039 for a period of ten days prior to the Annual Meeting. The list of stockholders will also be available for inspection at the Annual Meeting and may be inspected by any stockholder for any purpose germane to the Annual Meeting. Proof of ownership of Commercial Metals Company common stock, as well as a form of government-issued photo identification, must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you must bring proof of ownership with you to the meeting. A recent account statement, letter or proxy from your broker, trust, bank or other nominee will suffice for admission to the meeting.

Commercial Metals Company 2022 Proxy Statement 2

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This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.



Date and Time January 11, 2023 10:00 a.m. CST		Location Commercial Metals Company CMC Hall, 9th Floor 6565 N. MacArthur Blvd. Irving, Texas 75039
Record Date November 14, 2022		Voting Stockholders as of the record date are entitled to vote. Each share of common stock entitles the holder thereof to one vote for each director to be elected and one vote for each of the other matters to be voted upon.


Voting Matters	Page	Board Vote Recommendation

Proposal 1 Election of Directors	18	FOR each of our Board’s Director Nominees

Proposal 2 Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm	65	FOR

Proposal 3 Advisory vote on executive compensation	67	FOR

Ongoing Enhancements

• We continued our commitment to proactive director refreshment with the addition of four new directors over the past three years.

• In 2022, we updated our annual Sustainability Report to include disclosure of Scope 3 emissions.

• We achieved record setting financial performance across multiple metrics in fiscal year 2022 surpassing many of the records set in the prior fiscal year.

Fiscal Year 2022 Highlights

Another Record Setting Year

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$1.22B

Net Earnings

Increased Stockholder Value Creation

25.5%

Return on Invested Capital¹

$162M

Shares Repurchased under $350M Buyback Program

“Return on Invested Capital” is a non-GAAP measure. Please refer to Appendix A for more information.

On October 11, 2022 the Board declared a regular quarterly cash dividend of $0.16 per share of common stock, paid on November 10, 2022 to stockholders of record as of the close of business on October 27, 2022.

Commercial Metals Company 2022 Proxy Statement 3

PROXY STATEMENT SUMMARY



Director Nominees and Continuing Director Highlights

VICKI L. AVRIL-GROVES Retired – Former President and CEO of IPSCO Tubulars, Inc. Age: 68 Director Since: 2014 Committees: «●● Other Public Company Boards: 2	LISA M. BARTON Former EVP and COO, American Electric Power Co., Inc Age: 57 Director Since: 2020 Committees: «● ● Other Public Company Boards: None	PETER R. MATT EVP and CFO, Constellium N.V. Age: 60 Director Since: 2020 Committees: «● ● Other Public Company Boards: None	GARY E. MCCULLOUGH Retired – Former CEO of ARI Packaging, Inc. Age: 64 Director Since: 2021 Committees: ●● Other Public Company Boards: 1

JOHN R. MCPHERSON Former EVP and Chief Financial & Strategy Officer, Vulcan Materials Company Age: 54 Director Since: 2022 Committees: ●● Other Public Company Boards: None	SARAH E. RAISS^◇ Retired – Former EVP, Corporate Services, TransCanada Corporation Age: 65 Director Since: 2011 Committees: ●● Other Public Company Boards: 2	BARBARA R. SMITH Chairman, President and CEO of Commercial Metals Company Age: 63 Director Since: 2017 Other Public Company Boards: 1	CHARLES L. SZEWS Retired – Former President and CEO of Oshkosh Corporation Age: 66 Director Since 2014 Committees: «●● Other Public Company Boards: 1
◇Lead Director « Chair ● Audit Committee ● Compensation Committee ● Nominating and Corporate Governance Committee ● Finance Committee

Board Skills & Experience Matrix*

The skills and experiences include set forth below are
critical to the Board’s ability to provide effective
oversight of the Company and are directly relevant to
the Company’s business.

Vicki Avril-Groves

Lisa Barton

Peter Matt

Gary McCullough

John McPherson

Sarah Raiss

Barbara Smith

Charles Szews

SEC Form DEF 14A filed by Commercial Metals Company