8-K – 2026-05-08 – tm2613966d1_8k.htm

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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)
May 6, 2026

 

STEEL
DYNAMICS, INC.

(Exact name of registrant as specified in its
charter)

 

Indiana
 
0-21719
 
35-1929476

(State
or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS
Employer

Identification No.)

 

7575
West Jefferson Blvd , Fort Wayne ,
Indiana 46804

(Address of principal executive offices) (Zip
Code)

 

Registrant’s telephone number, including
area code: 260 - 969-3500

 

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:

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of
the Act:

 

Title of each class
Trading Symbol
Name of each exchange on which registered

Common
Stock voting, $0.0025 par value
STLD
NASDAQ
Global Select Market

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ¨

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Steel Dynamics, Inc. (the “Company”) held its Annual
Meeting of Shareholders on May 6, 2026. Of the 144,722,225 shares of common stock issued and outstanding as of the record date on
March 16, 2026, 130,419,078 shares were present, in person or by proxy, thus constituting a quorum of 90.12% of the total shares
outstanding and entitled to vote.

 

At the meeting, shareholders elected all seven of the directors nominated
by the Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified; ratified the appointment
of Ernst & Young LLP independent registered public accounting firm as the Company’s auditors for the year ending December 31,
2026; approved, by an advisory vote, named executive officer compensation for 2025; and did not approve the shareholder proposal titled
“Avoid Political Spending Brand Damage.”

 

Set forth below are the final share voting results for each of the
proposals.

 

(1) Election of seven (7) director nominees for a one-year term and until their successors are duly elected and qualified.

 

Director  
Votes For  
Votes Against  
Abstentions  
Broker Non-Votes

Mark D. Millett  
116,027,736  
5,978,063  
161,954  
8,251,325

Sheree L. Bargabos  
116,771,490  
355,036  
5,041,227  
8,251,325

Kenneth W. Cornew  
115,794,933  
6,208,223  
164,597  
8,251,325

Traci M. Dolan  
118,508,096  
3,497,857  
161,800  
8,251,325

Jennifer L. Hamann  
120,988,788  
936,891  
242,074  
8,251,325

Bradley S. Seaman  
111,695,629  
9,405,652  
1,066,472  
8,251,325

Luis M. Sierra  
114,999,638  
2,105,844  
5,062,271  
8,251,325

 

(2) Proposal to ratify the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s
auditors for the year ending December 31, 2026.

 

Votes For  
Votes Against  
Abstentions  
Broker Non-Votes

120,147,443  
10,078,447  
193,188  
-

 

(3) Proposal to approve, by an advisory vote, named executive officer compensation for 2025.

 

Votes For  
Votes Against  
Abstentions  
Broker Non-Votes

114,604,654  
7,138,942  
424,157  
8,251,325

 

(4) Shareholder proposal titled “Avoid Political Spending Brand Damage.”

 

Votes For  
Votes Against  
Abstentions  
Broker Non-Votes

47,896,886  
73,898,052  
372,815  
8,251,325

 

Item 8.01. Other Events

 

On May 7, 2026, Steel Dynamics, Inc. issued a press release
titled “Steel Dynamics Announces Second Quarter 2026 Cash Dividend.” A copy of that press release is attached hereto as Exhibit 99.1
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

     

99.1 A press release dated May 7, 2026, titled “Steel Dynamics Announces Second Quarter 2026 Cash Dividend.”

 

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: May 8, 2026
By:
Theresa E. Wagler 

 
Title:
Executive Vice President and  Chief Financial Officer