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DEF 14A 1 tm212385-1_def14a.htm DEF14A tm212385-1_def14a - none - 8.1406341s

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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 ý

Filed by a Party other than the Registrant o

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)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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March 29, 2021

To Our
Valued
Investors

On behalf of our Board of Directors, it is our privilege to cordially invite you to attend the 2021 Annual Meeting for Steel Dynamics, Inc. to be held on Wednesday, May 19, 2021 at 9:00am Eastern Time in the Courtyard by Marriott, 1150 South Harrison Street, Fort Wayne, Indiana, 46802.

On behalf of everyone at Steel Dynamics, I would like to thank our loyal teams, customers, vendors, communities, and shareholders for their continued support of our company. 2020 was a year of unprecedented health and economic challenges, as we navigated the impacts from the COVID-19 pandemic. We took decisive, conservative actions and implemented numerous additional health-related protocols — protecting our people, their families, and our communities. Protecting the health and welfare of our people is our highest priority. My gratitude goes out to each Steel Dynamics team member for their continued commitment to one another. Our facilities have remained operational throughout the pandemic, as designated essential businesses. Through the extraordinary dedication and passion of our people, we have operated safely providing for our families and serving our customers.

Despite the challenges of 2020, the team delivered a tremendous performance. We achieved our third highest

annual sales of $9.6 billion with operating income of $847 million. We also attained numerous divisional operating and financial records, an amazing achievement during a period in which many steel consuming businesses were idled or severely impacted by the effects of the coronavirus pandemic. Our performance is truly a testament to the passion, commitment, and spirit of excellence that drives our teams. Our people achieved best-in-class performance, while keeping each other healthy and safe. I am humbled and proud to work alongside each of them.

We ended 2020 with strong liquidity of over $2.5 billion, while at the same time meaningfully growing our business through strategic organic and transactional growth, maintaining a positive cash dividend profile, and executing on our share repurchase program. We have a firm foundation for our continued growth and ongoing value creation.

The following proxy materials are available on the Internet at: http://materials.proxyvote.com/858119 and at www.steeldynamics.com under the heading “Investors.”

2 2021 Proxy Statement | Steel Dynamics, Inc.

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2020 was a challenging year and the teams executed exceptionally well.

The record date has been set as March 22, 2021 to determine shareholders entitled to receive notice of and to vote at the annual meeting. As permitted by the Securities and Exchange Commission’s (“SEC”) “notice and access” rules and to reduce the environmental impact of the distribution of materials to shareholders, we are making our proxy statement and annual report (which are not part of the proxy solicitation materials) available to most of our shareholders via the Internet rather than by mail. This letter and the accompanying Notice, proxy statement, and proxy card, for those receiving paper copies, as well as a Notice Regarding the Availability of Proxy Materials, with instructions for accessing the proxy materials and Annual Report on the Internet, is being first made available to shareholders on or about March 29, 2021.

Your vote is very important to us, and I encourage you to vote your shares. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Voting Information”.

Sincerely,

Mark D. Millett

Steel Dynamics, Inc. | 2021 Proxy Statement 3

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Table of
Contents

	Proxy Statement Summary					5
	Governance Summary					6
	Business Highlights					9
	Executive Compensation Highlights					12
	General Information					14
	Meeting Information
	Voting Information
	Other Information
	Governance of the Company					18
	Policies and Charters
	Director Independence
	Board Structure
	Board Committees
	Board and Committee’s Role in Risk Oversight
	Director Nomination Process

	Proposal #1 — Election of Directors					28
	Information Concerning Experience, Qualifications, Attributes, and Skills of the Director Nominees and other Executive Officers
	Director Compensation
	Security Ownership of Directors and Executive Officers
	Security Ownership of Certain Beneficial Owners
	Proposal #2 — Ratification of the					40
	Appointment of Independent Registered
	Public Accounting Firm as Auditors
	Report of the Audit Committee
	Compensation Discussion and Analysis					43
	Report of the Compensation Committee
	Compensation Tables
	CEO Pay Ratio
	Proposal #3 — Advisory Vote to Approve the					66
	Compensation of the Named Executive Officers
	Other Matters

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Proxy
Statement
Summary

Meeting Information

Date and Time

Wednesday, May 19, 2021
9:00am ET

Place

Courtyard by Marriott
1150 South Harrison St.
Fort Wayne, Indiana 46802

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider before voting. Therefore, please read this proxy statement in its entirety. To help you, we have provided page references to find further related details.

How to Vote


	Online			Phone			Online			In Person

You are eligible to vote online at www.proxyvote.com until 11:59 p.m. Eastern Time on May 18, 2021.

Voting can be completed by phone by calling the number on your proxy until 11:59 p.m. Eastern Time on May 18, 2021.

Voting can be completed by mail by completing, signing and returning your proxy or voting instruction card before May 18, 2021.

Lastly, you are eligible to cast your vote at the annual meeting: If you are a shareholder of record, we have a record of your ownership so we can accept your vote. If your shares are held in the name of a broker, nominee, or other intermediary, you must bring a proxy issued in your name from that record holder.

Record Date

Monday, March 22, 2021

Voting

You are entitled to vote at the Annual Meeting if you were a shareholder of record at the close of business on the record date.

Proposal Information

Election of Directions

Board vote recommendation FOR
Page reference 28

Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors

Board vote recommendation FOR
Page reference 40

Advisory Vote to Approve the Compensation of the Named
Executive Officers

Board vote recommendation FOR
Page reference 66

Steel Dynamics, Inc. | 2021 Proxy Statement 5

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Governance

Best Practices

We are committed to strong foundational principles of corporate governance, which we believe promote the long-term success of our business and maximize benefits for our teams, communities, investors, and other stakeholders.

Highlights of our governance framework include:

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Lead Independent Director

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Board Refreshment — Director Retirement Policy

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Ongoing succession planning and talent development for senior leadership and the Board

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Independent directors meet at least quarterly in executive session

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Code of Business Conduct and Ethics

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Diverse director backgrounds and perspectives

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Robust Stock Ownership Guidelines for Executive Officers and Directors

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All Board members attended at least 75% of Board and Committee meetings

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All directors stand for election annually

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Board committees consist of 100% independent directors

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Annual director evaluation process

6 2021 Proxy Statement | Steel Dynamics, Inc.

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Board of Directors Matrix

Mark D. Millett (Founder)

Sheree L. Bargabos

Keith E. Busse (Founder)

Frank D. Byrne, M.D.

Kenneth W. Cornew

Traci M. Dolan

James C. Marcuccilli

Bradley S. Seaman

Gabriel L. Shaheen

Steven A. Sonnenberg

Richard P. Teets, Jr. (Founder)

Age

Tenure

Independent Director

■

Number of other public company boards

Skills

Public Company Experience

■

Senior Executive Leadership

■

Accounting and Finance

■

Industry Focus

■

SEC Form DEF 14A filed by Steel Dynamics, Inc.