8-K

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): July 2, 2019

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4304	75-0725338
(State or Other Jurisdiction of Incorporation)	(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	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 Arrangement of Certain Officers.

On July 2, 2019, Commercial Metals Company (the “Company”) issued a press release announcing that effective September 1, 2019, Paul J. Lawrence, age 49, will assume the role of Vice President and Chief Financial Officer of the Company, succeeding Mary A. Lindsey, who announced her retirement as the Company’s Senior Vice President and Chief Financial Officer effective August 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

Mr. Lawrence joined the Company in February 2016 as Vice President of Finance. He was appointed Vice President of Finance and Treasurer in September 2016 and his role was expanded to include Financial Planning and Analysis in January 2017. Prior to joining the Company, from 2003 to 2016, Mr. Lawrence worked for both Gerdau Long Steel North America, a U.S. steel producer, and Gerdau Ameristeel Corporation, where he held a variety of financial roles, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. Mr. Lawrence graduated with a Bachelor of Commerce Honours Degree from Queen’s University, Kingston, Ontario in 1992 and is a Chartered Professional Accountant.

There are no arrangements or understandings between Mr. Lawrence and any other persons pursuant to which Mr. Lawrence was named Vice President and Chief Financial Officer of the Company. Mr. Lawrence does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Lawrence 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 July 2, 2019.

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: July 2, 2019	By:	/s/ Paul K. Kirkpatrick
	Name:	Paul K. Kirkpatrick
	Title:	Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

COMMERCIAL METALS COMPANY ANNOUNCES RETIREMENT OF LINDSEY

AND PROMOTION OF LAWRENCE TO CHIEF FINANCIAL OFFICER

Irving, Texas – July 2, 2019 – Commercial Metals Company (NYSE: CMC) (the “Company”) headquartered in Irving, Texas, announced today that Mary A. Lindsey has announced her retirement as Senior Vice President and Chief Financial Officer of the Company effective as of August 31, 2019. Lindsey joined the Company in September 2009 as Vice President—Tax. She was appointed Vice President—Tax and Investor Relations in June 2015, Vice President and Chief Financial Officer in January 2016 and Senior Vice President and Chief Financial Officer in September 2017. She has been a constant contributor to the Company over her many years of service.

In accordance with the Company’s normal succession planning, the Company has also announced that effective September 1, 2019, Paul J. Lawrence will assume the role of Vice President and Chief Financial Officer for the Company, reporting to Barbara R. Smith, Chairman, President and CEO. In this position, Lawrence will have responsibility for all financial and IT functions of the Company. Lindsey will remain employed with the Company for a period of time to ensure a smooth transition of the CFO role to Lawrence.

Lawrence joined the Company in February 2016 as Vice President of Finance. He was appointed Vice President of Finance and Treasurer in September 2016 and his role was expanded to include Financial Planning and Analysis in January 2017. Prior to joining the Company, from 2003 to 2016, Mr. Lawrence worked for both Gerdau Long Steel North America, a U.S. steel producer, and Gerdau Ameristeel Corporation, where he held a variety of financial roles, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA. Mr. Lawrence graduated with an Honors Bachelor’s degree of Commerce from Queen’s University, Kingston, Ontario in 1992 and is a Chartered Professional Accountant.

Barbara R. Smith, the Company’s Chairman, Chief Executive Officer and President, said, “I want to congratulate Paul Lawrence on his new role. We are confident, based on his background and experience, Paul will play a key role in CMC’s future success, and we wish to take this opportunity to thank Mary for her valuable contributions to CMC over the past decade.”

About Commercial Metals Company

Commercial Metals Company and its subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network of facilities that includes eight electric arc furnace (“EAF”) mini mills, two EAF micro mills, a rerolling mill, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the United States and Poland.

Contact:

Susan Gerber

214-689-4300