Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 23, 2023, the Board of Directors (the "Board") of Steel Dynamics,
Inc. (the "Company") approved an amendment (the "Amendment") to the Company's
Amended and Restated Bylaws (as amended, the "Bylaws") that became effective
immediately upon approval by the Board. The Amendment (i) amends Section 1.1 of
the Bylaws to reflect the current principal office of the Company, (ii) amends
Section 3.2 of the Bylaws to (x) state that the number of directors of the
Company shall be no less than five (5) nor more than thirteen (13), (y) state
that the Board shall determine the exact number of directors from time to time
by resolution and (z) clarify that directors need not be shareholders of the
Company when first nominated or elected to the Board of Directors, but
thereafter will be subject to the Company's equity ownership policy for
directors, (iii) amends Section 3.8 of the Bylaws to state that the Board Chair
shall preside at all meetings of the Board (unless absent) and (iv) adds a new
Section 3.16 to the Bylaws to add proxy access provisions to the Bylaws, which
permit a stockholder, or group of up to twenty (20) stockholders, owning at
least three percent (3%) of the Company's outstanding stock continuously for at
least three (3) years, to nominate and include in the Company's proxy materials
for an annual meeting of stockholders, a number of director nominees equal to
the greater of (x) two (2) director nominees or (y) twenty percent (20%) of the
Board, provided that the stockholder(s) and director nominee(s) satisfy the
requirements set forth in the Bylaws.
The foregoing description of the terms and conditions of the Amendment and the
Bylaws does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is attached hereto
as Exhibit 3.2e and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d ) Exhibits.
The following exhibit is filed with this report:
Exhibit Number Description
3.2e Amendment to Amended and Restated Bylaws of Steel Dynamics,
Inc.
104 Cover Page Interactive Data File - the cover page interactive data file does
not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
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