Shareholders back Commercial Metals (NYSE: CMC) board and pay plans

Rhea-AI Filing Summary

Commercial Metals Company reported the results of its annual stockholder meeting held on January 14, 2026. Stockholders elected three Class I directors — Dawne S. Hickton, Peter R. Matt, and Robert S. Wetherbee — to serve until the 2029 annual meeting. Hickton received 91,635,226.96 votes for and 3,872,263.61 against, Matt received 91,246,231.45 for and 4,262,064.12 against, and Wetherbee received 76,957,212.45 for and 18,534,728.12 against, each with additional abstentions and broker non-votes.

Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 31, 2026, with 100,700,296.13 votes for and 2,003,606.00 against. In addition, the advisory vote to approve executive compensation passed, receiving 91,641,481.34 votes for and 3,815,425.23 against, with 133,408.00 abstentions and 7,206,695.56 broker non-votes.

COMMERCIAL METALS Co false 0000022444 0000022444 2026-01-14 2026-01-14

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 14, 2026

Commercial Metals Company

(Exact Name of Registrant as Specified in 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))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		CMC		New York Stock Exchange

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.

The following matters were voted upon by the stockholders of Commercial Metals Company (the “Company”) at the Company’s annual meeting of stockholders held on January 14, 2026 (the “Annual Meeting”). For more information about the following matters, see the Company’s definitive proxy statement dated November 25, 2025.

(1) the election of three persons to serve as Class I directors until the 2029 annual meeting of stockholders and until their successors are elected;

(2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2026; and

(3) the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting.

The following is a summary of the final voting results for each matter presented to the stockholders:

Election of Directors:

Director’s Name		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Dawne S. Hickton		91,635,226.96		3,872,263.61		82,824.00		7,206,695.56
Peter R. Matt		91,246,231.45		4,262,064.12		82,019.00		7,206,695.56
Robert S. Wetherbee		76,957,212.45		18,534,728.12		98,374.00		7,206,695.56

All nominees were elected to serve three-year terms expiring at the 2029 annual meeting of stockholders.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
100,700,296.13		2,003,606.00		93,108.00		—

Approval, on an Advisory Basis, of Executive Compensation:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
91,641,481.34		3,815,425.23		133,408.00		7,206,695.56

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 hereunto duly authorized.

						COMMERCIAL METALS COMPANY
Date: January 15, 2026						By: /s/ Jody K. Absher
						Name: Jody K. Absher
						Title: Senior Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What did Commercial Metals Company (CMC) stockholders vote on at the January 2026 annual meeting?

Stockholders of Commercial Metals Company (CMC) voted on three items: electing three Class I directors to serve until the 2029 annual meeting, ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026, and approving, on an advisory basis, the compensation of the company’s named executive officers.

Were the Commercial Metals Company Class I director nominees elected?

Yes. All three Class I director nominees — Dawne S. Hickton, Peter R. Matt, and Robert S. Wetherbee — were elected to serve terms expiring at the 2029 annual meeting of stockholders. Each nominee received more votes for than against, along with some abstentions and broker non-votes.

How did Commercial Metals Company stockholders vote on the ratification of Deloitte & Touche LLP?

Stockholders ratified the appointment of Deloitte & Touche LLP as Commercial Metals Company’s independent registered public accounting firm for the fiscal year ending August 31, 2026. The proposal received 100,700,296.13 votes for, 2,003,606.00 votes against, and 93,108.00 abstentions, with no broker non-votes reported for this item.

What were the results of the advisory vote on executive compensation at Commercial Metals Company?

The advisory vote to approve executive compensation at Commercial Metals Company passed. Stockholders cast 91,641,481.34 votes for, 3,815,425.23 votes against, and 133,408.00 abstentions, with 7,206,695.56 broker non-votes recorded on this say-on-pay proposal.

Which directors of Commercial Metals Company received the highest and lowest support in the 2026 vote?

Among the Class I director nominees, Dawne S. Hickton received 91,635,226.96 votes for and Peter R. Matt received 91,246,231.45 votes for, while Robert S. Wetherbee received 76,957,212.45 votes for. All three still achieved election with more votes for than against.

What is the term length for the newly elected Commercial Metals Company directors?

The three elected Class I directors of Commercial Metals Company — Dawne S. Hickton, Peter R. Matt, and Robert S. Wetherbee — will each serve a three-year term, expiring at the company’s 2029 annual meeting of stockholders, and will continue until their successors are elected.