Form 8-K - Current report

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): February 20, 2024

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-4304		75-0725338
(Commission File Number)		(IRS Employer Identification No.)

6565 N. MacArthur Blvd.

Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

(214) 689-4300

(Registrant’s 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2024, the board of directors (the “Board”) of Commercial Metals Company (the “Company”) (i) increased the size of the Board from nine directors to ten directors and (ii) appointed Dennis V. Arriola to serve as a Class II director of the Company effective as of March 19, 2024. As such, Mr. Arriola will stand for re-election at the Company’s 2027 annual meeting of stockholders. A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Arriola currently serves as an Operating Partner for Sandbrook Capital, a private investment firm that focuses on investments that transform the world’s energy infrastructure. From July 2020 to May 2022, Mr. Arriola served as Chief Executive Officer of Avangrid, Inc., a leading sustainable energy company. Mr. Arriola also previously served as Executive Vice President, Group President, and Chief Strategy Officer of Sempra (“Sempra”), a publicly traded energy infrastructure company, from 2017 to July 2020. From 2014 to 2016, Mr. Arriola held various leadership positions at Southern California Gas Company, one of Sempra’s regulated California utilities, serving as Chairman, President and Chief Executive Officer. From 2008 to 2012, Mr. Arriola served as Executive Vice President and Chief Financial Officer for SunPower Corporation, a Silicon Valley-based solar technology company. He also serves on the Board of Directors of ConocoPhillips, Meritage Homes and the Automobile Club of Southern California.

As compensation for his service on the Board, Mr. Arriola will receive the Company’s standard compensation for non-employee directors, including equity incentive awards pursuant to the Company’s 2013 Long-Term Equity Incentive Plan, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 21, 2023. Mr. Arriola will serve on the Audit Committee and the Finance Committee. There are no arrangements or understandings between Mr. Arriola and any other persons pursuant to which Mr. Arriola was named a director of the Company. There are no family relationships between Mr. Arriola and any of the Company’s directors or executive officers, and Mr. Arriola does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.


(d)		Exhibits

99.1		Press Release issued by Commercial Metals Company on February 20, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	COMMERCIAL METALS COMPANY
Date: February 20, 2024
	By:	/s/ Jody K. Absher
	Name:	Jody K. Absher
	Title:	Senior Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

(Arriola Board Appointment - 1)


News Release

CMC ANNOUNCES APPOINTMENT OF DENNIS V. ARRIOLA TO BOARD OF DIRECTORS

Irving, TX – February 20, 2024 - Commercial Metals Company (NYSE: CMC) today announced that it has named Dennis V. Arriola to the Board of Directors, effective as of March 19, 2024.

LOGO

Mr. Arriola brings more than 40 years of professional experience to CMC’s Board and currently serves as an Operating Partner for Sandbrook Capital, a private investment firm that focuses on investments that transform the world’s energy infrastructure. From 2020 to 2022, he held the position of Chief Executive Officer of Avangrid, Inc., a leading sustainable energy company with $41 billion in assets operating across 24 states. Mr. Arriola’s professional career has also included key leadership roles in executive, operating and financial functions at Sempra and SunPower Corporation. He also serves on the Board of Directors of ConocoPhillips, Meritage Homes and the Automobile Club of Southern California.

“We are pleased to welcome Dennis to our Board of Directors,” said Barbara R. Smith, Executive Chairman of the Board. “His extensive experience in the renewable energy industry will benefit CMC’s efforts to further evolve an already world-class sustainability platform. In addition, Dennis’ global perspective gained managing international organizations should offer valuable insights as we continue to create an unparalleled provider of reinforcement solutions to the domestic and international construction markets.”

Arriola’s appointment increases the number of directors to ten, eight of whom are independent. He will serve on the Audit and Finance Committees.

Mr. Arriola received a Bachelor of Arts in Economics from Stanford University and a Masters of Business Administration from Harvard University.

(Arriola Board Appointment - 2)

About CMC

CMC is an innovative solutions provider helping build a stronger, safer, and more sustainable world. Through an extensive manufacturing network principally located in the United States and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial, and energy generation and transmission.

Media Contact:

Susan Gerber

214.689.4300

Document and Entity Information	Feb. 20, 2024
Cover [Abstract]
Entity Registrant Name	COMMERCIAL METALS Co
Amendment Flag	false
Entity Central Index Key	0000022444
Document Type	8-K
Document Period End Date	Feb. 20, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-4304
Entity Tax Identification Number	75-0725338
Entity Address, Address Line One	6565 N. MacArthur Blvd.
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	(214)
Local Phone Number	689-4300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	CMC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false