STEEL DYNAMICS INC

Regulatory Filings • Apr 29, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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) April 25, 2025

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. ¨

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

Steel Dynamics, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 25, 2025. Of the 149,896,788 shares of common stock issued and outstanding as of the record date on March 6, 2025, 133,287,610 shares were present, in person or by proxy, thus constituting a quorum of 88.92% of the total shares outstanding and entitled to vote.

At the meeting, shareholders elected all nine 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, 2025; approved, by an advisory vote, named executive officer compensation for 2024; and did not approve the shareholder proposal for a special shareholder meeting improvement.

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

(1) Election of nine (9) 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	116,472,117	7,686,188	52,136	9,077,169
Sheree L. Bargabos	123,837,536	317,741	55,164	9,077,169
Kenneth W. Cornew	119,562,870	4,591,917	55,654	9,077,169
Traci M. Dolan	117,962,047	6,135,597	112,797	9,077,169
Jennifer L. Hamann	122,269,911	1,826,320	114,210	9,077,169
Bradley S. Seaman	116,804,030	7,350,155	56,256	9,077,169
Gabriel L. Shaheen	118,211,062	5,943,496	55,883	9,077,169
Luis M. Sierra	123,822,654	329,991	57,796	9,077,169
Richard P. Teets, Jr.	119,949,667	4,207,417	53,357	9,077,169

(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, 2025.

Votes For	Votes Against	Abstentions	Broker Non-Votes
117,985,138	9,464,518	5,837,954	-

(3) Proposal to approve, by an advisory vote, named executive officer compensation for 2024.

Votes For	Votes Against	Abstentions	Broker Non-Votes
114,802,317	9,001,071	407,053	9,077,169

(4) Shareholder proposal for special shareholder meeting improvement.

Votes For	Votes Against	Abstentions	Broker Non-Votes
14,073,212	109,932,100	205,129	9,077,169

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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: April 29, 2025 | By: | Theresa
E. Wagler |
| | Title: | Executive
Vice President and Chief Financial Officer |

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