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): February 9, 2023

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 9, 2023, the board of directors (the “Board”) of Commercial Metals Company (the “Company”) (i) increased the size of the Board from eight directors to nine directors and (ii) appointed Robert S. Wetherbee to serve as a Class I director of the Company effective as of March 21, 2023. As such, Mr. Wetherbee will stand for re-election at the Company’s 2026 annual meeting of stockholders. A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1.

Since 2019, Mr. Wetherbee has served as the President and Chief Executive Officer of ATI, Inc. (“ATI”), a publicly traded global producer of high-performance specialty materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. Mr. Wetherbee has also served on the board of directors of ATI since 2019, and was appointed Chairman of ATI’s board of directors in May 2021. From 2015 until 2018, Mr. Wetherbee served as Executive Vice President of ATI Flat Rolled Products Group, and prior to that, was the President of ATI Flat Rolled Products. Previously, Mr. Wetherbee served as President and Chief Executive Officer of Minerals Technologies, Inc. and as President of ATI’s tungsten business, following a 29-year career with Alcoa Inc.

As compensation for his service on the Board, Mr. Wetherbee 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 22, 2022. Mr. Wetherbee has been appointed to serve on the Compensation Committee and Finance Committee. There are no arrangements or understandings between Mr. Wetherbee and any other persons pursuant to which Mr. Wetherbee was named a director of the Company. Except as noted herein, Mr. Wetherbee 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 or Item 5.02(d) of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release issued by Commercial Metals Company on February 9, 2023.
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 9, 2023
	By:	/s/ Jody Absher
	Name:	Jody Absher
	Title:	VP, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

News Release    

COMMERCIAL METALS COMPANY ANNOUNCES APPOINTMENT OF ROBERT S. WETHERBEE TO BOARD OF DIRECTORS

Irving, TX – February 9, 2023 - Commercial Metals Company (NYSE: CMC) today announced that it has named Robert S. Wetherbee to the Board of Directors, effective March 21, 2023.

Mr. Wetherbee brings more than 40 years of professional experience to CMC’s Board. He currently serves as the Board Chair, President and Chief Executive Officer of ATI Inc., a global producer of high-performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical, and specialty energy. Prior to being named CEO of ATI in 2019, he held the position of Executive Vice President of ATI’s Flat Rolled Products Group. Mr. Wetherbee’s professional career has also included key leadership roles in executive, operational, and business development functions at Mineral Technologies, Inc. and Alcoa Inc.   “We are pleased to welcome Bob to our Board of Directors,” said Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer. “He brings extensive metals and mining industry expertise with a track record of driving strategic transformation in specialty materials. His global perspective gained managing international organizations will benefit our company as we continue to create an unparalleled provider of reinforcement solutions for the domestic and overseas construction markets.”

Following the retirement of J. David Smith on January 11, 2023, Mr. Wetherbee’s appointment will bring the number of directors to nine, eight of whom are independent.

About Commercial Metals Company

Commercial Metals Company and its subsidiaries manufacture, recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace (“EAF”) mini mills, two EAF micro mills, one rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the United States and Poland. Through its Tensar operations, CMC is a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines: Tensar^® geogrids and Geopier^® foundation systems.

Media Contact:

Susan Gerber

214.689.4300

XML

Document and Entity Information	Feb. 09, 2023
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. 09, 2023
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
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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