Commercial Metals Company (CMC) Proxy Filing summary

Executive summary

• Fiscal year 2025 was marked by strategic execution, including the TAG program, which exceeded targeted EBITDA benefits and is expected to deliver over $150 million in annual run-rate EBITDA by the end of fiscal 2026.

• Two major acquisitions (CP&P and Foley Products) were announced post-fiscal year, expanding the precast concrete solutions portfolio and expected to close in December 2025.

• The North America Steel Group was reorganized into three business lines to enhance operational efficiency and customer service.

• Record employee safety performance was achieved, with 133 facilities reporting no recordable injuries in 2025.

• $198.8 million in share repurchases were executed under an expanded $850 million buyback program.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three Class I directors (terms expiring 2029), ratification of Deloitte & Touche LLP as auditor for FY2026, and an advisory vote on executive compensation.

• The Board recommends a FOR vote on all proposals.

• Proxy access and special meeting rights are available to shareholders.

Board of directors and corporate governance

• Board will reduce from ten to nine members following a planned retirement; six new directors have joined since 2021, enhancing diversity and skills.

• 60% of directors are ethnically/racially or gender diverse; 70% have CEO-level experience.

• All committees are composed of independent directors; annual self-evaluations and succession planning are in place.

• Board leadership is separated, with an independent Chairman.