| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 11, 2025, Commercial Metals Company (the “Company”) announced that the Company’s Board of Directors (the “Board”) appointed Dawne S. Hickton to serve as a Class I director of the Company, effective October 14, 2025. As such, Ms. Hickton will stand for re-election at the Company’s 2026 annual meeting of stockholders. In connection with Ms. Hickton’s appointment, the Board increased the total number of seats on the Board from nine to ten directors, effectively immediately prior to Ms. Hickton’s appointment to the Board.
Since June 2022, Ms. Hickton has served as Chair, Chief Executive Officer, and President of Cumberland Additive, Inc., a private company focused on new technologies for specialty metals additive manufacturing. From June 2019 to June 2022, Ms. Hickton served as Executive Vice President and President, Critical Mission Solutions, a division of Jacobs Solutions Inc. (formerly Jacobs Engineering Group Inc.), an international technical professional services firm. Ms. Hickton was previously the Chief Executive Officer of RTI International Metals, Inc., a vertically integrated global supplier of titanium mill products and fabricated metal components for the aerospace, defense, and energy industries. Ms. Hickton also serves on the board of directors of Piedmont Lithium Inc. and of VMO Aircraft Leasing.
As compensation for her service on the Board, Ms. Hickton will receive the Company’s standard compensation for non-employee directors, including equity incentive awards pursuant to the Company’s 2013 Long-Term Equity Incentive Plan, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 26, 2024. Ms. Hickton will serve on the Audit Committee and the Finance Committee. There are no arrangements or understandings between Ms. Hickton and any other persons pursuant to which Ms. Hickton was named a director of the Company. There are no family relationships between Ms. Hickton and any of the Company’s directors or executive officers, and Ms. Hickton 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.
| Item 7.01 |
Regulation FD Disclosure. |
On July 11, 2025, the Company issued a press release announcing Ms. Hickton’s appointment to the Board described under Item 5.02 above. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
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| 99.1 |
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Press Release issued by Commercial Metals Company on July 11, 2025. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
