COMMERCIAL METALS CO: Amendments to articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

On June 15, 2022the board of directors (the “Board”) of Metal trading company (the “Company”) has adopted the amended and restated articles of the Company (the Articles, as amended and restated, the “Amended and Restated Bylaws”), effective immediately. Amended and updated statutes, among others:

    •     Clarify that the Board may postpone, reschedule, or cancel any special
          meeting of shareholders called by the Board or any annual meeting of
          shareholders;



    •     Enhance procedural mechanics in connection with shareholder nominations
          of directors and submission of shareholder proposals (other than
          proposals to be included in the Company's proxy statement pursuant to
          Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) at shareholder meetings;



    •     Add a requirement that any shareholder submitting a nomination notice
          make a representation as to whether such shareholder intends to solicit
          proxies in support of director nominees other than the Company's nominees
          in accordance with Rule 14a-19 under the Exchange Act, an obligation to
          inform the Company of any change to such intent within two business days
          of such change and a requirement that any shareholder that has provided
          notice pursuant to Rule 14a-19(b) under the Exchange Act provide, no
          later than five business days prior to the applicable meeting, reasonable
          evidence that the requirements of Rule 14a-19(a)(3) under the Exchange
          Act have been satisfied;



    •     Require that the Company disregard any proxies for a shareholder's
          proposed nominees on the Company's proxy card if, after such shareholder
          provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such
          shareholder subsequently fails to comply with the requirements of Rule
          14a-19(a)(2) or (3) under the Exchange Act;



    •     Enhance procedural mechanics in connection with shareholder requested
          special meetings of shareholders;



  •   Clarify the parameters for proxies in connection with shareholder meetings;



    •     Clarify the Board's ability to set rules, regulations and procedures for
          the conduct of shareholder meetings and clarify the powers of the
          presiding officer of shareholder meetings;



    •     Permit the presiding officer at any shareholder meeting to adjourn the
          meeting, whether or not a quorum is present;



    •     Clarify the term of directors of the Company and the process for director
          and officer resignations;



    •     Clarify that the Chairman of the Board and Lead Director positions are
          non-officer positions;



    •     Provide for the appointment of a Lead Director if the Chairman of the
          Board is not an independent director;



    •     Provide that a majority of the directors (rather than any two directors)
          may call a special meeting of the Board and permit the calling of special
          meetings of the Board on less than one day's notice if the person(s)
          calling the meeting deem necessary or appropriate under the
          circumstances;



    •     Conform the procedures for notice to stockholders to align with general
          practice;



    •     Modify the duties of the Chief Executive Officer, President and Chief
          Operating Officer to align with general practice; and



  •   Make various other updates and ministerial and conforming changes.

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The above summary of the Amended and Restated Rules does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rules, which are attached hereto as Schedule 3.1 and are incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) The following exhibits are provided as part of this report:


Exhibit No.       Description

    3.1             Amended and Restated Bylaws of Commercial Metals Company,
                  effective as of June 15, 2022

    104           Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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