0001565739-13-000108.txt : 20130910 0001565739-13-000108.hdr.sgml : 20130910 20130910150652 ACCESSION NUMBER: 0001565739-13-000108 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130901 FILED AS OF DATE: 20130910 DATE AS OF CHANGE: 20130910 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL METALS CO CENTRAL INDEX KEY: 0000022444 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 750725338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 6565 N. MACARTHUR BLVD., SUITE 800 STREET 2: P O BOX 1046 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2146894300 MAIL ADDRESS: STREET 1: 6565 N. MACARTHUR BLVD., SUITE 800 STREET 2: PO BOX 1046 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BATCHELOR ADAM B. CENTRAL INDEX KEY: 0001585600 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04304 FILM NUMBER: 131087897 MAIL ADDRESS: STREET 1: 6565 N. MACARTHUR BLVD, SUITE 800 CITY: IRVING STATE: TX ZIP: 75039 3 1 edgardoc.xml PRIMARY DOCUMENT X0206 3 2013-09-01 0 0000022444 COMMERCIAL METALS CO CMC 0001585600 BATCHELOR ADAM B. 6565 N. MACARTHUR BLVD. SUITE 800 IRVING TX 75039 0 1 0 0 VP of Strategy and Planning Common Stock 4833 D Performance Shares 0.0 2014-08-31 2014-08-31 Common Stock 2306 D Performance Shares 0.0 2015-08-31 2015-08-31 Common Stock 3679 D Stock Appreciation Rights 11.6 2013-11-23 2018-11-23 Common Stock 3459 D This award is a cash-settled award based on certain performance criteria. In addition, after determining the portion of the performance units that will vest, the Compensation Committee of the Company may reduce the number of vested performance units, in its discretion, if the Company ranks below the 40th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the principal market for each trading day for the month of September 2011 versus the month of August 2014. The PSU award will vest at 75% if certain goal criteria are met: (1) ROIC is positive for three-year performance period (9/1/2012-8/31/2015); and (2) the cumulative EBITDA target for each fiscal year in the performance period as submitted from Business Plan achieved against target. If a positive ROIC is not met, then regardless of EBITDA performance achieved, this portion (75%) will not vest. The remaining 25% will vest relative to TSR measured over three-year performance period for the Company against Performance Peer Group, the result will be used to determine vesting levels of this portion of the award. Stock Appreciation Rights vest one-half at the end of the second year from date of grant and one-half at the end of the third year from date of grant. These will expire after seven year from date of grant. These SARs will be settled 100% in stock. By: Danna K Cary For: Adam B Batchelor 2013-09-09 EX-24 2 batchelor.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of, ANN J. BRUDER, BARBARA R. SMITH, PAUL K. KIRKPATRICK, JODY K. ABSHER, and DANNA K. CARY, signing singly, the undersigneds true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer and/or director of Commercial Metals Company (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules hereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of August, 2013. /s/Adam B. Batchelor ADAM B. BATCHELOR