01—Abstract
Summary
Summary of the 8-K filed May 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Steel Dynamics, Inc. (NASDAQ/GS: STLD) filed this Form 8-K on May 14, 2024 to report three matters: shareholder approval of its 2024 Employee Stock Purchase Plan, the results of its May 9, 2024 Annual Meeting of Shareholders, and a second quarter cash dividend announcement.
The Plan lets eligible full-time employees buy common stock in the open market through a designated broker at fair market value, using payroll deductions and certain company matching contributions. The Plan's full terms are filed as Exhibit 10.64 and summarized in the company's March 28, 2024 proxy statement. At the annual meeting, shareholders re-elected all ten director nominees to one-year terms, ratified Ernst & Young LLP as auditor for 2024, and approved the 2023 named executive officer compensation on an advisory basis.
Shareholders also approved the Employee Stock Purchase Plan, with 133,571,452 votes for and 92,150 against. A shareholder proposal to adopt a right to call a special shareholder meeting did not pass, receiving 54,857,944 votes for and 79,692,064 against. The quorum was 143,487,187 shares, or 90.84%a of the 157,947,385 shares outstanding on the March 18, 2024 record date.
On May 10, 2024, the board declared a second quarter cash dividend of $0.46b per common share, payable on or about July 12, 2024 to shareholders of record at the close of business on June 30, 2024. The filing is largely administrative, and the dividend declaration is the item most directly relevant to income-focused investors.
02—Key points
Key Highlights
- Shareholders approved the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan at the May 9, 2024 Annual Meeting, with 133,571,452 votes for and 92,150 against.
- The plan allows eligible full-time employees to buy company stock in the open market at fair market value through payroll deductions, with certain company matching contributions.
- All ten director nominees were elected to one-year terms, and Ernst & Young LLP was ratified as auditor for the year ending December 31, 2024.
- Shareholders approved, on an advisory basis, named executive officer compensation for 2023, with 123,502,265 votes for and 10,472,095 against.
- A shareholder proposal to adopt a right to call a special shareholder meeting was not approved, with 79,692,064 votes against and 54,857,944 for.
- The board declared a second quarter 2024 cash dividend of $0.46 per common share, payable on or about July 12, 2024 to holders of record on June 30, 2024.
- Quorum at the annual meeting was 143,487,187 shares, or 90.84% of the 157,947,385 shares outstanding as of the March 18, 2024 record date.
03—Questions
Frequently Asked Questions
What is the Steel Dynamics 2024 Employee Stock Purchase Plan?
It is a plan under which eligible regular full-time employees, those working at least 30 hours per week and 1,000 hours annually and completing 30 days of service, can buy common stock in the open market through a designated broker at fair market value. Purchases are funded by regular payroll deductions, and the company makes certain matching contributions. Shareholders approved the plan on May 9, 2024.
What dividend did Steel Dynamics declare for the second quarter of 2024?
The board declared a second quarter cash dividend of $0.46 per common share. It is payable to shareholders of record at the close of business on June 30, 2024, and is payable on or about July 12, 2024.
Did shareholders approve the proposal to call special shareholder meetings?
No. The shareholder proposal to adopt a shareholder right to call a special shareholder meeting received 54,857,944 votes for, 79,692,064 against, and 202,806 abstentions, so it was not approved.
Were the board nominees and auditor approved?
Yes. All ten director nominees were elected to one-year terms. Shareholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2024, with 131,783,743 votes for and 10,962,742 against.
How did shareholders vote on executive pay?
Shareholders approved, on an advisory basis, the named executive officer compensation for 2023. The vote was 123,502,265 for, 10,472,095 against, 778,454 abstentions, and 8,734,373 broker non-votes.
04—Continue