Steel Dynamics, Inc. (STLD) Earnings Call Transcript & Summary

To start, I would like to introduce the company's officers that are with us and those that are joining by phone: Ms. Theresa Wagler, Executive Vice President and Chief Financial Officer; Mr. Russ Rinn, Executive Vice President and President and Chief Operating Officer of Metals Recycling; Mr. Chris Graham, Senior Vice President, Long Product Steel Group; Mr. Glenn Pushis, Senior Vice President, Special Projects; Mr. Barry Schneider, Senior Vice President, Flat Roll Steel Group; and Mr. Miguel Alvarez, Senior Vice President, Southwest U.S. and Mexico. Keith Busse and my other fellow directors are also joining by phone this morning, as the health and safety of our teams and our company is the most critical priority today. Theresa will recognize the full director slate during the business portion of our meeting. 2019 was our third best financial year, and in many respects, our best year operationally, setting numerous records throughout the company. We are committed to our long-term growth for our teams, our communities and you, our shareholders. Thank you for your confidence and support. I would now like to have Theresa proceed with the business portion of this year's annual meeting of shareholders. Thank you, Theresa.

Good morning. This meeting is held pursuant to a proxy statement, including supplemental materials and notice filed March 24, 2020, and communicated to shareholders as of the record date of March 9, 2020. All documents concerning the notice of this meeting and proxy materials will be filed with the records. Marcus Heminger, an attorney with the law firm of Barrett & McNagny, will serve as the inspector and tabulator at this year's annual meeting. He has executed his oath of office. Mr. Heminger, do you find that a quorum is present?

Yes. I have the proxy tabulation and 87% of the company's outstanding shares of common stock as of the record date are present either by proxy or in person.

Thank you. It's now after 9:00 a.m., the official start time for today's meeting. There being a quorum present, I declare the 2020 Annual Meeting of Shareholders of Steel Dynamics to be officially open. On behalf of the Board of Directors and senior leadership, I would like to express our appreciation to all those who voted their proxies, and for those of you who are here with us today. Before I address the items of business, I'd like to know if there's any stockholders here today who would like to turn in their proxies in person. Okay. Our first order of business is the election of directors for the coming year. This item appeared as proposal #1 in the proxy statement. There are 11 nominees for election. Ms. Sheree Bargabos, Mr. Keith Busse; Dr. Frank Byrne, Mr. Kenneth Cornew, Ms. Traci Dolan, Mr. James Marcuccilli, Mr. Brad Seaman, Mr. Gabriel Shaheen, Mr. Steven Sonnenberg, Mr. Richard Teets and Mr. Mark Millett. I will now call upon Mr. Richard Poinsatte, on behalf of the Board of Directors to formally nominate the company's slate of directors.

I hereby place into nomination those individuals named as director nominees in proposal #1 in the company's proxy statement.

Mr. Heminger, will you please report on the affirmative votes you received both directly and from the proxy tabulation?

Each of the 11 nominees have received a greater than majority vote as required for election under the company's bylaws and corporate governance policies. The exact number of votes cast for or withheld from each nominee will be included in a Form 8-K to be filed with the SEC.

Thank you. I declare the motion carried. The slate of directors has been elected. Proposal #2 is the ratification of the appointment of Ernst & Young as Steel Dynamics' independent registered public accounting firm for the fiscal year ending December 31, 2020. In this regard, the floor is now open to any questions you may have for the engagement partner from Ernst & Young, Mr. Jonathan Mick. Are there any questions? Thank you. There being no questions, I would like to ask Mr. Heminger to report on the votes cast with respect to proposal #2.

I am pleased to report that 95% of the shares present were voted in favor of the motion.

Thank you. I, therefore, declare the motion carried. Our final item of business concerns the shareholder advisory vote concerning the compensation paid to the company's named executive officers for 2019 as described in our proxy statement. Mr. Heminger, will you please report on the affirmative votes you have tallied with respect to proposal #3?

For the approval of the 2019 compensation paid to the company's named executive officers, I am pleased to report that 94% of the shares present were voted in favor of the motion.

Thank you. I, therefore, declare the motion carried. That being the end of the business items for this year's annual meeting, I officially adjourn the shareholders' meeting for 2020. Thank you for being with us today. I will now pass the microphone back to Mr. Mark Millett.

Thank you, Theresa. And we'll now open the floor up to any questions you may have. Well, hearing none, I would declare the meeting over. I certainly appreciate your support and those that joined us today. Thank you.