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) September 30, 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 Tracy L. Porter as Executive Vice President-CMC Operations

On September 30, 2016, Commercial Metals Company (the “ Company ”) announced that effective September 30, 2016, Tracy L. Porter will assume the role of Executive Vice President-CMC Operations of the Company. Prior to this promotion, Mr. Porter served as Senior Vice President of the Company and President of the Company’s Americas Division since July 2010. Mr. Porter served as Vice President of the Company and President of the Company’s Americas Division from April 2010 to July 2010. In the 19 years preceding July 2010, Mr. Porter has held various positions within the Company, including General Manager of CMC Steel Arkansas at Magnolia, Arkansas, head of the Company’s Rebar Fabrication Division, and Interim President of CMC Americas Division.

Mr. Porter’s employment agreement (the “ Agreement ”) with the Company was amended to reflect: (i) the effective date of his new position, (ii) his new title, and (iii) an increase in his minimum annual base salary to $600,000.

A copy of the amendment to the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

 

10.1    Second Amendment to Employment Agreement by and between Tracy L. Porter and Commercial Metals Company dated September 30, 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: October 3, 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

10.1    Second Amendment to Employment Agreement by and between Tracy L. Porter and Commercial Metals Company dated September 30, 2016.

Exhibit 10.1

Execution Copy

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Amendment ”) is entered into this 30 th day of September, 2016 (the “ Amendment Date ”), by and between COMMERCIAL METALS COMPANY , a Delaware corporation (“ Employer ”), and TRACY L. PORTER (“ Executive ”).

RECITALS :

WHEREAS, the Employer and Executive originally entered into that certain Employment Agreement (the “ Agreement ”), dated as of April 19, 2010, and further amended the Agreement as of May 27, 2015; and

WHEREAS, the Employer and Executive desire to further amend the Agreement in recognition of Executive’s promotion to the position of Executive Vice President-CMC Operations of the Employer effective September 30, 2016;

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein contained, it is agreed as follows:

1. Definitions . All undefined terms when used herein shall have the same respective meanings as are given such terms in the Agreement, as amended, unless expressly provided otherwise in this Amendment.

2. Sections 1. Purpose , 5. Duties and Responsibilities , 6(a) Salary , and 19. Notices are hereby omitted in their entirety and the following revised Sections 1., 5., 6(a) and 19. are hereby substituted therefor:

 

  1. Purpose . The purpose of this Agreement is to formalize the terms and conditions of Executive’s employment with the Employer as Executive Vice President-CMC Operations effective September 30, 2016. This Agreement may only be amended by a writing signed by both Parties.

 

  5. Duties and Responsibilities . Upon execution of this Agreement, Executive shall diligently render his services to the Employer as Executive Vice President-CMC Operations in accordance with the Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive shall report directly to the Chief Operating Officer of the Employer. Executive agrees to devote his 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 $600,000.00 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, Executive may voluntarily decrease his salary at any time.

 

  19. Notices . All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as follows:

Execution Copy

 

Executive:

 

Tracy L. Porter

6201 Southwind Lane

McKinney, Texas 75070

  

Employer:

 

Commercial Metals Company

Attention: General Counsel

6565 North MacArthur Blvd.,

Suite 800

Irving, Texas 75039

Fax: 214.689.4326

3. No Other Modifications . Except as otherwise provided herein, all other terms and provisions of the Agreement shall remain in full force and effect, unmodified by this Amendment.

4. 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.

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

6. 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.

7. 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]

 

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Execution Copy

IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the Amendment Date as defined above.

 

EXECUTIVE:
/s/ Tracy L. Porter
TRACY L. PORTER

 

EMPLOYER:

 

COMMERCIAL METALS COMPANY

By:   /s/ Barbara R. Smith
 

Barbara R. Smith

Chief Operating Officer

 

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