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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)
Registrants 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 |
Exhibit 99.1
Press Release
May 7, 2026 |

7575 W. Jefferson Blvd. Fort Wayne, IN 46804
|
| |
|
Steel Dynamics
Announces Second Quarter 2026 Cash Dividend
FORT
WAYNE, INDIANA, May 7, 2026 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced that the
company’s board of directors declared a second quarter cash dividend of $0.53 per common share. The dividend is payable
to shareholders of record at the close of business on June 30, 2026 and is payable on or about July 10, 2026.
About Steel Dynamics, Inc.
Steel
Dynamics is a leading industrial metals solutions company, with facilities located throughout the United States, and in Mexico. The company
operates using a circular manufacturing model, producing lower-carbon-emission, quality products with recycled scrap as the primary input.
Steel Dynamics is one of the largest domestic steel producers and metal recyclers in North America, combined with a meaningful downstream
steel fabrication platform. The company has also recently added aluminum operations, further diversifying its product offerings to supply
aluminum flat rolled products with higher recycled content to the countercyclical sustainable beverage can industry, in addition to the
automotive and industrial sectors. Steel Dynamics is committed to operating with the highest integrity and to being the safest, most
efficient producer of high-quality, broadly diversified, value-added metal products.
Contact: Investor Relations —
+1.260.969.3500