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): November 22, 2016
Commercial Metals Company
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-4304
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75-0725338
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(Commission File Number)
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(IRS Employer Identification No.)
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6565 N. MacArthur Blvd.
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Irving, Texas
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75039
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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On November 22, 2016, the Board of Directors of Commercial Metals Company (the “
Company
”) notified Barbara R.
Smith that, effective January 11, 2017, she will assume the role of President of the Company, succeeding Joseph Alvarado who will remain Chief Executive Officer of the Company. Ms. Smith’s role as President will be in addition to her
current role as Chief Operating Officer.
On November 28, 2016, in connection with Ms. Smith’s appointment as President of
the Company, Ms. Smith and the Company entered into that certain Third Amendment to Terms and Conditions of Employment, dated as of May 3, 2011, as previously amended as of May 29, 2015 and January 18, 2016 (the “
Third
Amendment
”). The Third Amendment, which becomes effective on January 11, 2017, provides for, among other things, the following: (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 from $650,000 to $800,000.
In addition, a one-time
grant will be made to Ms. Smith, effective January 11, 2017, under the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (the “
Plan
”) to reflect an increase in Ms. Smith’s long-term incentive
opportunity that is commensurate with her new position. As part of the one-time grant, Ms. Smith will receive a restricted stock unit award valued at $437,500 as of the grant date of January 11, 2017 (the “
Grant
Date
”) and a one-time performance stock unit award with a target value of $437,500 as of the Grant Date. One-third of the restricted stock units will vest on each of January 11, 2018, January 11, 2019 and January 11,
2020 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 will begin on January 1, 2017 and will end on August 31, 2019, so long as Ms. Smith remains employed by the Company through such date and certain other conditions are satisfied, and
the performance-vested stock units will be settled in shares of Company common stock.
There are no arrangements or understandings between
Ms. Smith and any other persons pursuant to which Ms. Smith was named President and 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 Third Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Third Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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On November 29, 2016, the Company issued a press release
announcing that effective January 11, 2017, Barbara R. Smith will assume the role of President of the Company. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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99.1
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Third Amendment to Terms and Conditions of Employment, dated November 28, 2016, by and between Barbara R. Smith and Commercial Metals Company.
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99.2
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Press Release issued by Commercial Metals Company on November 29, 2016.
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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.
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COMMERCIAL METALS COMPANY
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Date: November 29, 2016
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By:
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/s/ Paul K. Kirkpatrick
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Name:
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Paul K. Kirkpatrick
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Title:
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Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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99.1
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Third Amendment to Terms and Conditions of Employment, dated November 28, 2016, by and between Barbara R. Smith and Commercial Metals Company.
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99.2
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Press Release issued by Commercial Metals Company on November 29, 2016.
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Exhibit 99.1
THIRD AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT
THIS THIRD AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT is entered into as of this
28
th
day of November, 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 January 18, 2016; and
WHEREAS, the Employer and Executive desire to further amend the Agreement in recognition of Executive’s promotion to the position of
President and Chief Operating Officer of the Employer effective January 11, 2017;
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:
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1.
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Purpose
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The purpose of the Agreement is to formalize the terms and conditions of Executive’s employment with the Employer as President and Chief Operating Officer effective January 11, 2017.
This Agreement cannot be amended except by a writing signed by both Parties.
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5.
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Duties and Responsibilities
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Effective January 11, 2017, (a) Executive shall diligently render her services to the Employer as President and Chief Operating Officer in accordance with the
Employer’s directives, and shall use her best efforts and good faith in accomplishing such directives, and (b) Executive shall report to the 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.
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6.
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a.
Salary
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Effective January 11, 2017, Executive shall receive an annual base salary of not less than $800,000.00 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.
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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.
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EMPLOYER
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COMMERCIAL METALS COMPANY
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/s/ Joseph Alvarado
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Joseph Alvarado,
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Chairman and Chief Executive Officer
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EXECUTIVE
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/s/ Barbara R. Smith
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Barbara R. Smith
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Exhibit 99.2
(CMC - Page 1)
News Release
COMMERCIAL METALS COMPANY ANNOUNCES PROMOTION OF SMITH TO PRESIDENT AND CHIEF OPERATING OFFICER
Irving, TX – November 29, 2016 – Commercial Metals Company (NYSE: CMC) today announced that its Board of Directors has promoted
Barbara R. Smith to the position of President and Chief Operating Officer, which promotion will be effective as of the Company’s annual meeting of stockholders on January 11, 2017. Ms. Smith has been the Company’s Chief Operating
Officer since January 2016; she will continue to report to Joe Alvarado who will remain the Chairman and Chief Executive Officer of the Company. In this new position, Ms. Smith will have the responsibility for all operational departments
of the Company, both domestically and internationally. Ms. Smith will continue to maintain her office at the Company’s headquarters in Irving, Texas.
Joe Alvarado, the Company’s President, CEO and Chairman, stated, “We have every confidence in Barbara as she takes on the role and
responsibilities of President, and her promotion is part of the Company’s long-term succession plan. Barbara has held many leadership roles in the steel industry during her career, and her leadership has been excellent during her tenure as our
Senior Vice President and Chief Financial Officer since joining the Company in May 2011 and most recently as Chief Operating Officer.”
In congratulating Ms. Smith, Joe Alvarado, further stated, “I am pleased to transition the role of President of the Company to
Barbara. She has brought about many positive changes since joining CMC. She is a true leader, and this larger role shows that Barbara has earned the full confidence of the Board and management.”
Ms. Smith is a seasoned global business leader with significant experience across a range of manufacturing companies in metals and metals
related industries. She joined the Company in May 2011 as Senior Vice President and Chief Financial Officer and has served as such until her promotion to Chief Operating Officer in January 2016. Prior to joining the Company, Ms. Smith
served as Vice President and Chief Financial Officer of Gerdau Ameristeel Corporation, a mini-mill steel producer. Her experience also includes more than 20 years with Alcoa in various leadership roles across a variety of Alcoa’s
businesses.
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.
Media Contact:
Susan Gerber
214.689.4300