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 22, 2012 (May 17, 2012)

 

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

Steel Dynamics, Inc. held its Annual Meeting of Stockholders on May 17, 2012. Of the 219,066,330 shares of common stock issued and outstanding as of the record date on March 19, 2012, 193,686,393 shares were present, in person or by proxy, thus constituting a quorum of 88.41% of the total shares outstanding and entitled to vote. At the meeting, stockholders elected all ten of the directors nominated by the Board of Directors; approved the Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan, including an increase in the number of authorized shares; ratified the appointment of Ernst & Young LLP independent registered public accounting firm as Steel Dynamics, Inc.’s auditors for the year ending December 31, 2012; and approved, by an advisory vote, executive compensation for 2011.

 

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

 

(1)         Election of ten (10) director nominees for a one-year term.

 

Director		Votes For		Votes Withheld		Broker Non-Votes
Mark D. Millett		150,869,515		18,085,717		24,731,161
Richard P. Teets, Jr.		147,570,722		21,384,510		24,731,161
John C. Bates		118,642,220		50,313,012		24,731,161
Keith E. Busse		138,390,934		30,564,298		24,731,161
Frank D. Byrne, M.D.		149,747,536		19,207,696		24,731,161
Paul B. Edgerley		165,766,076		3,189,156		24,731,161
Richard J. Freeland		144,662,201		24,293,031		24,731,161
Dr. Jürgen Kolb		163,353,796		5,601,436		24,731,161
James C. Marcuccilli		156,865,172		12,090,060		24,731,161
Gabriel L. Shaheen		148,715,007		20,240,225		24,731,161

 

(2)         Proposal to approve the Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan, including an increase in the number of authorized shares.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
153,234,771		14,533,497		1,186,964		24,731,161

 

(3)         Proposal to ratify the appointment of Ernst & Young LLP independent registered accounting firm as Steel Dynamics, Inc.’s auditors for the year ending December 31, 2012.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
187,538,470		6,063,418		84,505		—

 

(4)         Proposal to approve, by an advisory vote, named executive officer compensation for 2011.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
127,582,364		39,449,119		1,923,749		24,731,161

 

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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 22, 2012	By:	Theresa E. Wagler
	Title:	Chief Financial Officer

 

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