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DEF 14A 1 tm223421-1_def14a.htm DEF 14A tm223421-1_def14a - none - 15.6094395s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

Steel Dynamics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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March 21, 2022

To Our
Valued
Investors

On behalf of our Board of Directors, it is our privilege to invite you to attend the 2022 Annual Meeting for Steel Dynamics, Inc. to be held on Thursday, May 5, 2022 at 9:00am Eastern Time in the Fort Wayne Country Club, 5221 Covington Road, Fort Wayne, Indiana, 46804.

On behalf of everyone at Steel Dynamics, I thank our loyal customers, vendors, communities and shareholders for their continued support of our company. My heartfelt thanks to our extraordinary team members for your passion, innovation, and dedication to excellence. The entire Steel Dynamics team delivered an outstanding performance during 2021. Our strategic growth and market positioning over the last several years were integral to our performance. We achieved numerous milestones and performed at the top of our industry both operationally and financially.

On almost every measure, our 2021 performance was a record year. Our steel and steel fabrication operations achieved record product pricing and demand, increasing 2021 revenues to a record $18.4 billion. Each of our three primary operating platforms achieved record annual earnings, resulting in record consolidated operating income of $4.3 billion and record net income of $3.2 billion.

We generated record cash flow from operations of $2.2 billion during 2021. We ended 2021 with strong liquidity of $2.4 billion, while at the same time meaningfully growing our business through significant organic growth investments, maintaining a positive cash dividend profile and executing on our share repurchase program. We have a firm foundation for our continued long-term, strategic growth and ongoing value creation.

Our performance is a testament to the passion, commitment and spirit of excellence that drives our teams. Across the company, our teams achieved best in-class performance, while maintaining a focus to keep each other healthy and safe. I am proud to work alongside each of them.

Based on our confidence in the consistency and strength of our cash generation capabilities, we have consistently grown our cash dividends to shareholders in alignment with our structural growth initiatives, maintaining a positive cash dividend growth profile. From 2017 to 2021, our cash dividend increased 86%, and based on our recent Sinton Steel Mill startup, we increased our first quarter 2022 cash dividend by an additional 31%, recognizing the increase in our through-cycle cash flow based on this transformational investment.

As an important and flexible shareholder distribution complement to our cash dividend, we also actively utilize our share repurchase programs in periods of exceptionally strong cash generation, taking into consideration our strategic growth strategy. As such, from 2016 to 2021, we repurchased $2.3 billion, or 24%, of our common stock, and in February 2022, our board of directors approved an additional share repurchase authorization of $1.25 billion.

Our Resources

Our commitment to all aspects of sustainability is embedded in our founding principles — valuing our people, our partners, our communities and our environment. These strategic principles drive long-term value creation for all of us.

2 2022 Proxy Statement | Steel Dynamics, Inc.

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2021 was a record-breaking year at each of our three primary ope

SEC Form DEF 14A filed by Steel Dynamics Inc.