Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 25, 2017, the Board of Directors of Steel Dynamics, Inc. (the “Company”), approved an amendment of the Company’s Bylaws, to provide stockholders with authority, in addition to the power now existing solely in the Board of Directors, to make, alter, change or repeal the Company’s Bylaws. Effectiveness of the newly approved Bylaws amendment, however, will require stockholder approval and adoption of a conforming amendment of the Company’s Articles of Incorporation.
Accordingly, the Board also agreed to recommend to stockholders at the Company’s 2018 Annual Meeting of Stockholders, that the Company’s Articles of Incorporation be amended to provide stockholders with authority, in addition to the power now existing solely in the Board of Directors, to make, alter, change or repeal the Company’s Bylaws.
The Board of Directors approved the following amendment and replacement of Article XI of the Company’s existing Bylaws, to be effective immediately upon approval and adoption by stockholders at the Company’s 2018 Annual Meeting of Stockholders of a conforming amendment to Article VII of the Company’s Articles of Incorporation.
As amended, Article XI of the Bylaws, now reads as follows:
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ARTICLE XI
Except only as may be otherwise expressly provided in the Articles of Incorporation or by the Indiana Business Corporation Law, these Bylaws may be made, altered, changed or repealed by either: (a) the Board of Directors, by the affirmative vote of a majority of the entire number of directors, or (b) the stockholders, by the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of the outstanding shares entitled to vote thereon, at a meeting of the stockholders called, in whole or in part, for that purpose.”
Further, because Indiana corporation law vests sole authority in a company’s board of directors to amend bylaws,
unless the articles of incorporation otherwise provide,
and because stockholder approval is required in order to amend a company’s articles of incorporation, the following proposal and recommendation for approval and adoption will be made at the 2018 Annual Meeting of Stockholders: that Article VII of the Company’s Articles of Incorporation be amended and replaced by the following revised Article VII:
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ARTICLE VII
AMENDMENT OF ARTICLES OR BYLAWS
Section 1.
Amendment of Articles.
The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Amended and Restated Articles of Incorporation, in the manner now or hereafter prescribed by statute or by these Amended and Restated Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to that reservation.
Section 2.
Amendment of Bylaws.
The Corporation’s Bylaws may be made, altered, changed or repealed by action of either: (a) the Board of Directors, acting by the affirmative vote of a majority of the entire number of directors, or (b) the stockholders, acting by the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of the outstanding shares entitled to vote thereon, at a meeting of the stockholders called, in whole or in part, for that purpose.
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Accordingly, effectiveness of the foregoing Bylaws amendment will be delayed pending approval and adoption by the Company’s stockholders of the foregoing enabling amendment of the Company’s Articles of Incorporation.
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