Steel Dynamics Amends Bylaws, Articles of Incorporation

TL;DR

**STLD just changed its corporate rules; check for shareholder impact.**

AI Summary

On January 31, 2024, Steel Dynamics, Inc. filed an 8-K to report amendments to its Articles of Incorporation or Bylaws, specifically regarding its Common Stock voting, $0.0025 par value, which trades under the symbol STLD on the NASDAQ Global Select Market. This filing indicates a change in the company's foundational governance documents, which could impact shareholder rights or corporate operations. Investors should understand these changes as they might affect the value or control of their shares.

Why It Matters

Changes to a company's bylaws or articles can alter shareholder rights, corporate governance, or future strategic flexibility, directly impacting an investor's stake.

Risk Assessment

Risk Level: medium — While the filing doesn't detail the specific amendments, any change to foundational corporate documents carries a medium risk as it could affect shareholder rights or company control.

Analyst Insight

Investors should monitor subsequent filings or company announcements for the specific details of the amendments to understand their potential impact on shareholder rights and corporate governance.

Key Numbers

• $0.0025 — Par Value per Share (The stated par value of Steel Dynamics' Common Stock.)

Key Players & Entities

• STEEL DYNAMICS, INC. (company) — the registrant filing the 8-K
• NASDAQ Global Select Market (company) — the exchange where Steel Dynamics' common stock is registered
• $0.0025 (dollar_amount) — par value of Steel Dynamics' Common Stock
• January 31, 2024 (date) — date of the earliest event reported in the 8-K

Forward-Looking Statements

• The specific details of the amendments to the Articles of Incorporation or Bylaws will be disclosed in subsequent filings or investor communications. (STEEL DYNAMICS, INC.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0025 — which registered Common Stock voting, $0.0025 par value STLD NASDAQ Global Select M

Filing Documents

• tm244677d1_8k.htm (8-K) — 29KB
• tm244677d1_ex3-2di.htm (EX-3.2(I)) — 101KB
• tm244677d1_ex3-2dii.htm (EX-3.2(II)) — 97KB
• 0001104659-24-009254.txt ( ) — 450KB
• stld-20240131.xsd (EX-101.SCH) — 3KB
• stld-20240131_lab.xml (EX-101.LAB) — 33KB
• stld-20240131_pre.xml (EX-101.PRE) — 22KB
• tm244677d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 31, 2024, 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 2.1 of the Bylaws to adopt procedures by which shareholders may properly bring business (other than director nominations) before the annual meeting of the shareholders, (ii) amends Section 2.2 of the Bylaws to allow shareholders holding not less than twenty-five percent (25%) of the shares entitled to vote, provided such shares have been owned continuously by such requesting shareholders for at least one year prior to the date of written request, to request that the Company hold special meeting of the shareholders, along with the procedures for requesting and conducting such special meeting of the shareholders, (iii) amends Section 2.9 of the Bylaws to allow for the prescription of rules, regulations and procedures, and the order of business, at any meeting of shareholders, (iv) amends Section 3.2 of the Bylaws to adopt procedures by which shareholders may properly bring director nominations before a meeting of shareholders, (v) amends Section 3.7 of the Bylaws to allow the Chief Executive Officer, Board Chair or Lead Independent Director or Secretary upon the request of any three members of the board to call a special board meeting, (vi) amends Section 3.8 of the Bylaws to allow for the order of business at board meetings to be set by agenda or the chair of the meeting, (vii) amends Section 4.1 of the Bylaws to add the Chief Executive Officer and remove the Assistant Treasurer as officers of the Company and allow the Board of Directors to elect other officer positions, (viii) amends Section 4.3 of the Bylaws to state that the Compensation Committee shall fix the compensation of ex

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d ) Exhibits. The following exhibits are filed with this report: Exhibit Number Description 3.2(i) Comparison of Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments through January 31, 2024, to Amended and Restated Bylaws of Steel Dynamics, Inc. in effect immediately prior to such amendment 3.2(ii) Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments through January 31, 2024 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. 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 DYNAMICS, INC. /s/ Theresa E. Wagler Date: February 1, 2024 By: Theresa E. Wagler Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR