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) January 13, 2016

 

 

Commercial Metals Company

(Exact Name of Registrant as Specified in Its 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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Appointment of Barbara R. Smith as Chief Operating Officer

On January 13, 2016, the Board of Directors (the “ Board ”) of Commercial Metals Company (the “ Company ”) announced that effective January 18, 2016, Barbara R. Smith will assume the role of Chief Operating Officer of the Company.

Ms. Smith, age 56, joined the Company in May 2011 as Senior Vice President and Chief Financial Officer and has served as such ever since. Prior to joining the Company, Ms. Smith served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini-mill steel producer, since July 2007, after joining Gerdau Ameristeel as Treasurer in July 2006. From February 2005 to July 2006, she served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., a developer and manufacturer of 3-D measurement and imaging systems. From 1981 to 2005, Ms. Smith was employed by Alcoa Inc., a producer of primary aluminum, fabricated aluminum and alumina, where she held various financial leadership positions including Vice President of Finance for Alcoa’s Aerospace, Automotive & Commercial Transportation Group, Vice President and Chief Financial Officer for Alcoa Fujikura Ltd. and Director of Internal Audit.

On January 18, 2016, in connection with Ms. Smith’s appointment as Chief Operating Officer of the Company, under the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (the “ Plan ”), Ms. Smith received a one-time restricted stock unit award valued at $395,000 and a one-time performance stock unit award valued at $395,000. One-third of the restricted stock units will vest on each of January 18, 2017, January 18, 2018 and January 18, 2019 so long as Ms. Smith remains employed by the Company on such date and certain other conditions are satisfied, and such restricted stock units will be settled in shares of Company common stock. The performance-vested stock units will vest at the end of a multi-year performance period, which began on January 18, 2016 and will end on August 31, 2018, so long as Ms. Smith remains employed by the Company through such date and certain other conditions are satisfied and will be settled in shares of Company common stock.

In addition, on January 18, 2016, Ms. Smith and the Company entered into that certain Second Amendment to Terms and Conditions of Employment, dated as of May 3, 2011, between Ms. Smith and the Company, as amended as of May 29, 2015, (the “ Smith Amendment ”) to reflect: (i) the effective date of Ms. Smith’s new position, (ii) Ms. Smith’s new title and (iii) an increase in Ms. Smith’s minimum annual base salary to $650,000.

There are no arrangements or understandings between Ms. Smith and any other persons pursuant to which Ms. Smith was named Chief Operating Officer of the Company. Ms. Smith 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. Ms. Smith 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(c) of Form 8-K.

The foregoing description of the Smith Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Smith Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Appointment of Mary A. Lindsey as Vice President and Chief Financial Officer

Effective January 18, 2016, the Board of Directors of the Company appointed Mary A. Lindsey as Vice President and Chief Financial Officer of the Company to fill the vacancy created by Ms. Smith’s appointment to Chief Operating Officer.

Ms. Lindsey, age 60, joined the Company in September 2009 as Vice President—Tax, and she became Vice President—Tax and Investor Relations in June 2015. From March 2006 to September 2009, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker and Hostetler, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property and General Manager of Corporate M&A, at The Timken Company, a global bearing and steel company, from January 1985 to January 2005.

Effective January 18, 2016, Ms. Lindsey’s salary will be $415,000. On January 18, 2016, in connection with Ms. Lindsey’s appointment as Vice President and Chief Financial Officer of the Company, under the Plan, Ms. Lindsey received a one-time restricted stock unit award valued at $200,000 and a one-time performance stock unit award valued at $200,000. One-third of the restricted stock units will vest on each of January 18, 2017, January 18, 2018 and January 18, 2019 so long as Ms. Lindsey remains employed by the Company on such date and certain other conditions are satisfied, and such restricted stock units will be settled in shares of Company common stock. The performance-vested stock units will vest at the end of a multi-year performance period, which began on January 18, 2016 and will end on August 31, 2018, so long as Ms. Lindsey remains employed by the Company through such date and certain other conditions are satisfied and will be settled in shares of Company common stock.

In addition, Ms. Lindsey and the Company are party to an Executive Employment Continuity Agreement, dated as of October 19, 2009 (the “ EECA ”). The EECA was amended on January 18, 2016 in connection with Ms. Lindsey’s appointment as Vice President and Chief Financial Officer of the Company. The amendment increases the amount of cash to which Ms. Lindsey is entitled if she is terminated during the two-year period after a Change in Control other than for Cause (as each is defined in the EECA) or due to a disability or if she terminates her employment due to Constructive Termination (as defined in the EECA), such that Ms. Lindsey would be entitled to receive four (rather than three) times her highest base salary in any calendar year during the five-year period prior to the termination of employment.

There are no arrangements or understandings between Ms. Lindsey and any other persons pursuant to which Ms. Lindsey was named Vice President and Chief Financial Officer of the Company. Ms. Lindsey 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. Ms. Lindsey 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(c) of Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

On January 18, 2016, the Company issued a press release announcing that effective January 18, 2016, Barbara R. Smith will assume the role of Chief Operating Officer of the Company and Mary A. Lindsey will assume the role of Vice President-Chief Financial Officer. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

The following exhibits are filed or furnished, as applicable, with this Form 8-K.

 

99.1    Second Amendment to Terms and Conditions of Employment, dated January 18, 2016, by and between Barbara R. Smith and Commercial Metals Company.
99.2    Press Release issued by Commercial Metals Company on January 18, 2016.

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: January 19, 2016      
    By:  

/s/ Paul K. Kirkpatrick

    Name:   Paul K. Kirkpatrick
    Title:   Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit
No.

  

Description of Exhibit

99.1    Second Amendment to Terms and Conditions of Employment, dated January 18, 2016, by and between Barbara R. Smith and Commercial Metals Company.
99.2    Press Release issued by Commercial Metals Company on January 18, 2016.

Exhibit 99.1

SECOND AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT

THIS SECOND AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT is entered into as of this 18 th day of January, 2016 (the “ Amendment Date ”) by and between COMMERCIAL METALS COMPANY , a Delaware corporation (the “ Employer ”), and BARBARA R. SMITH (“ Executive ”).

RECITALS :

WHEREAS, the Employer and Executive originally entered into that certain Terms and Conditions of Employment (the “ Agreement ”), dated as of May 3, 2011, and further amended the Agreement as of May 29, 2015; and

WHEREAS, the Employer and Executive desire to further amend the Agreement in recognition of Executive’s promotion to the position of Chief Operating Officer of the Employer effective January 18, 2016;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Executive agree to further amend the Agreement as follows:

1. Sections 1. Purpose , 5. Duties and Responsibilities and 6(a) Salary , are hereby omitted in their entirety and the following revised Sections 1., 5. and 6(a) are hereby substituted therefor:

 

  1. Purpose . The purpose of the Agreement is to formalize the terms and conditions of Executive’s employment with the Employer as Chief Operating Officer effective January 18, 2016. This Agreement cannot be amended except by a writing signed by both Parties.

 

  5. Duties and Responsibilities . Upon execution of this Agreement, Executive shall diligently render her services to the Employer as Chief Operating Officer in accordance with the Employer’s directives, and shall use her best efforts and good faith in accomplishing such directives. Executive shall report to the President and Chief Executive Officer of the Employer. Executive agrees to devote her full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of the Employer, and shall not engage in any activities which will interfere with such efforts.

 

  6. a. Salary . Executive shall receive an annual base salary of not less than $650,000.00 during the term of this Agreement. This salary may be increased at the sole discretion of Employer, and may not be decreased without Executive’s written consent. Notwithstanding the foregoing, the Executive may voluntarily decrease her salary at any time.

2. No Other Modifications . Except to the extent specifically amended as provided herein, the Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall be and remain in full force and effect for any and all purposes. From and after the date hereof, any and all references to the Agreement shall refer to the Agreement as hereby amended.

3. Binding Agreement . The provisions of this Amendment shall be binding upon and inure to the benefit of the heirs, representatives, successors and permitted assigns of the Parties.

4. Authority . The Parties represent and warrant that they have the requisite authority to bind the party on whose behalf they are signing.

5. Counterparts . This Amendment may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Amendment, and all such counterparts together shall constitute one and the same Amendment. Either party may deliver its signature to the other via facsimile or electronic (PDF) transmission, and any signature so delivered shall be binding on the delivering party.

6. Voluntary Amendment . The Parties have read this Amendment, and on the advice of counsel they have freely and voluntarily entered into this Amendment.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

EMPLOYER
COMMERCIAL METALS COMPANY

/s/ Joseph Alvarado

Joseph Alvarado,
Chairman, President and Chief Executive Officer
EXECUTIVE

/s/ Barbara R. Smith

Barbara R. Smith

Exhibit 99.2

 

News Release    LOGO

Commercial Metals Company Announces Promotion of Barbara R. Smith

to Chief Operating Officer and Mary A. Lindsey to VP-Chief Financial Officer

Irving, TX — January 18, 2016 — Commercial Metals Company (NYSE: CMC) (the “ Company ”) headquartered in Irving, Texas, announced today that its Board of Directors has promoted Barbara R. Smith to the position of Chief Operating Officer and Mary A. Lindsey to the position of Vice President and Chief Financial Officer, both effective January 18, 2016.

Smith Promoted to COO

Ms. Smith has been the Company’s Senior Vice President and Chief Financial Officer since May 2011; in her new position she will continue to report to Joseph Alvarado, who remains the Chairman, President and Chief Executive Officer of the Company. As Chief Operating Officer, Ms. Smith will be responsible for the direction and coordination of CMC’s two operational divisions, the CMC Americas Division and the CMC International Division. Ms. Smith will continue to maintain her office at the Company’s headquarters in Irving, Texas.

Joseph Alvarado, the Company’s Chairman, President and Chief Executive Officer, stated, “The promotion of Barbara Smith is part of the Company’s long-term development and succession planning process, and we have every confidence in Barbara as she takes on the roles and responsibilities of Chief Operating Officer. Barbara has held many leadership roles in the metals industry since she began her career with Alcoa, Inc. in 1981, and her leadership has been excellent during her tenure as our Senior Vice President and Chief Financial Officer. I congratulate Barbara on her promotion.”

Prior to joining the Company, Ms. Smith served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini-mill steel producer, since July 2007, after joining Gerdau Ameristeel as Treasurer in July 2006. From February 2005 to July 2006, she served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc., a developer and manufacturer of 3-D measurement and imaging systems. From 1981 to 2005, Ms. Smith was employed by Alcoa Inc., a producer of primary aluminum, fabricated aluminum and alumina, where she held various financial leadership positions including Vice President of Finance for Alcoa’s Aerospace, Automotive & Commercial Transportation Group, Vice President and Chief Financial Officer for Alcoa Fujikura Ltd. and Director of Internal Audit. Ms. Smith earned a degree in Accounting from Purdue University and is a Certified Public Accountant. Ms. Smith is a member of the Board of Directors of Minerals Technologies Inc.

Lindsey Promoted to VP-CFO

Ms. Lindsey joined the Company in September 2009 as Vice President-Tax, and she became the Vice President-Tax and Investor Relations in June 2015. As Vice President and Chief Financial Officer, Ms. Lindsey will have responsibility for all financial functions of the Company. In her new position, she will report to Joseph Alvarado.

Joseph Alvarado, the Company’s Chairman, President and Chief Executive Officer, stated, “I couldn’t be more pleased to have Mary step into this critical role. The wealth of experiences that she brings to the CFO role will be invaluable to CMC. Further, her promotion demonstrates CMC’s commitment to our employees, our management development process and our Guiding Principles, by providing an environment where employees have the opportunity for both personal and professional growth. I congratulate Mary on her new role, and I am confident that she will quickly pick up where Barbara has left off and continue to provide strong financial leadership to the Company.”

Prior to joining CMC, Ms. Lindsey served as Vice President Tax and Tax Counsel for Albany International Corp., a global advanced textiles and materials processing company, and from January 2005 to March 2006, Ms. Lindsey was an attorney at Baker and Hostetler, a national law firm. In addition, Ms. Lindsey served in various roles, including Vice President Tax and Tax Counsel, Legal Counsel responsible for global M&A and intellectual property, and General Manager of Corporate M&A, at The Timken Company from January 1985 to January 2005. Ms. Lindsey has a Bachelor of Arts in Russian, a Bachelor of Arts in Political Science and a J.D. in Law from State University of New York and an L.L.M. in Taxation from Case Western Reserve University.

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 including steel minimills, steel fabrication and processing plants, construction-related product warehouses, metal recycling facilities and marketing and distribution offices in the United States and in strategic international markets.

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Media Contact:

Susan Gerber

972-308-5349