Current Report Filing (8-k)
September 23 2019 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 20, 2019
Commercial Metals Company
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-4304
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75-0725338
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6565 N. MacArthur Blvd.
Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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(214) 689-4300
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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CMC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 20, 2019, the board of directors of Commercial Metals Company (the Company) amended the Companys Third
Amended and Restated Bylaws (as amended, the Fourth Amended and Restated Bylaws), effective immediately, to implement proxy access and make certain other technical and conforming revisions.
Section 14 of Article II of the Fourth Amended and Restated Bylaws permits a stockholder, or a group of up to 20 stockholders, that has
continuously owned for no less than three years at least 3% of the Companys outstanding shares of common stock, to nominate and include in the Companys proxy materials up to the greater of two directors and 20% of the number of directors
currently serving on the Companys board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Fourth Amended and Restated Bylaws.
The foregoing description is qualified in its entirety by reference to the text of the Fourth Amended and Restated Bylaws, which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following
materials are filed as exhibits to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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COMMERCIAL METALS COMPANY
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Date: September 23, 2019
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By:
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/s/ Paul K. Kirkpatrick
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Name:
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Paul K. Kirkpatrick
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Title:
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Vice President, General Counsel and Corporate Secretary
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