Commercial Metals Company (CMC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 15, 2025, with voting on three key proposals: election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Fiscal 2024 saw $485.5M net earnings, $899.7M operating cash flow, and a 12.5% dividend increase.

• Leadership changes included the retirement of Executive Chairman Barbara R. Smith and appointment of Robert S. Wetherbee as independent Chairman.

• The company realigned its segment reporting to North America Steel Group, Europe Steel Group, and Emerging Businesses Group.

Voting matters and shareholder proposals

• Board recommends voting FOR all three proposals: director elections, auditor ratification, and say-on-pay.

• Shareholders of record as of November 18, 2024, are eligible to vote via internet, phone, mail, or in person.

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

Board of directors and corporate governance

• Board consists of nine directors, 56% of whom are ethnically/racially or gender diverse; 67% have CEO experience.

• Four new directors added in the last three years; eight of nine directors are independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are fully independent.

• Annual board and committee self-evaluations, succession planning, and robust risk management framework in place.