8-K

STEEL DYNAMICS INC (STLD)

8-K 2025-04-29 For: 2025-04-25
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (date of earliest event reported) April 25, 2025

STEEL

DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Indiana 0-21719 35-1929476
(State<br> or other jurisdiction<br> of incorporation) (Commission<br> File Number) (IRS<br> Employer<br><br> Identification No.)

7575West Jefferson Blvd , Fort Wayne , Indiana

46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

260

-969-3500

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:

¨ Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
¨ Pre-commencement<br> 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 Name of each exchange on which registered
Common<br> Stock voting, $0.0025 par value STLD NASDAQ<br> Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

Steel Dynamics, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 25, 2025. Of the 149,896,788 shares of common stock issued and outstanding as of the record date on March 6, 2025, 133,287,610 shares were present, in person or by proxy, thus constituting a quorum of 88.92% of the total shares outstanding and entitled to vote.

At the meeting, shareholders elected all nine of the directors nominated by the Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified; ratified the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s auditors for the year ending December 31, 2025; approved, by an advisory vote, named executive officer compensation for 2024; and did not approve the shareholder proposal for a special shareholder meeting improvement.

Set forth below are the final share voting results for each of the proposals.

(1) Election of nine (9) director nominees for a one-year term and until their successors are duly elected and qualified.
Director Votes For Votes <br><br>Against Abstentions Broker Non-Votes
--- --- --- --- ---
Mark D. Millett 116,472,117 7,686,188 52,136 9,077,169
Sheree L. Bargabos 123,837,536 317,741 55,164 9,077,169
Kenneth W. Cornew 119,562,870 4,591,917 55,654 9,077,169
Traci M. Dolan 117,962,047 6,135,597 112,797 9,077,169
Jennifer L. Hamann 122,269,911 1,826,320 114,210 9,077,169
Bradley S. Seaman 116,804,030 7,350,155 56,256 9,077,169
Gabriel L. Shaheen 118,211,062 5,943,496 55,883 9,077,169
Luis M. Sierra 123,822,654 329,991 57,796 9,077,169
Richard P. Teets, Jr. 119,949,667 4,207,417 53,357 9,077,169
(2) Proposal to ratify the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s<br>auditors for the year ending December 31, 2025.
--- ---
Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- ---
117,985,138 9,464,518 5,837,954 -
(3) Proposal to approve, by an advisory vote, named executive officer compensation for 2024.
--- ---
Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- ---
114,802,317 9,001,071 407,053 9,077,169
(4) Shareholder proposal for special shareholder meeting improvement.
--- ---
Votes For Votes Against Abstentions Broker Non-Votes
--- --- --- ---
14,073,212 109,932,100 205,129 9,077,169

SIGNATURE

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 hereto duly authorized.

STEEL<br> DYNAMICS, INC.
/s/<br> Theresa E. Wagler
Date: April 29, 2025 By: Theresa<br> E. Wagler
Title: Executive<br> Vice President and Chief Financial Officer