STEEL DYNAMICS INC
For the period ended May 6, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 27, 2026
Contents
Proxy Statement Summary
| Proxy Statement SummaryThis 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. | | Date & TimeWednesday, May 6, 2026 / 9:00am Eastern TimeLocationFort Wayne Country Club5221 Covington RoadFort Wayne, Indiana 46804 |
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| Proposal Information · · Board Recommendation · · Page Reference | |||||
| 1. Election of Directors | | ✓ | Vote FOR each director nominee | | 31 |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors | | ✓ | Vote FOR | | 42 |
| 3. Advisory Vote to Approve the Compensation of the Named Executive Officers | | ✓ | Vote FOR | | 71 |
| 4. Shareholder Proposal — Avoid Political Spending Brand Damage | | ✘ | Vote AGAINST | | 72 |
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| Internet | | You are eligible to vote online at www.proxyvote.com until 11:59 p.m. Eastern Time on May 5, 2026. | | Telephone | | Voting can be completed by calling the number on your proxy until 11:59 p.m. Eastern Time on May 5, 2026. |
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| | Voting can be completed by signing and returning your proxy or voting instruction card before May 5, 2026. | | In Person | | At the Annual Meeting. Refer to the “General Information” section for voting information, including how to vote your shares in person. | |
Record Date: March 16, 2026
The record date has been set as March 16, 2026 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 27, 2026.
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| 6 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Effective Investor Engagement
Consistent investor outreach is fundamental to our commitment to communication and transparency with our shareholders. We are committed to engaging with our investors on topics of importance to both them and us. We regularly reach out to our investor base as well as review the publicly available policies of our large institutional shareholders to better understand their views. Our discussions cover topics based on publicly available information, such as strategic near and long-term growth initiatives, capital allocation philosophy and execution, sound corporate governance practices, performance-based compensation philosophy, circular manufacturing business model, decarbonization initiatives, and other similar matters.
In addition to our regular shareholder engagement, we engage annually with a number of large institutional shareholders with dedicated governance teams to better understand their policies and expectations regarding environmental, social, and governance practices and other important timely matters. During 2025, we reached out to our top institutional shareholders representing over 50% of our outstanding shares, and a large number of these organizations accepted our offer to engage with us. The topics discussed covered areas such as board and committee structure and refreshment, director skillsets and evaluation processes, our decarbonization goals, updates on recent growth initiatives, and our strong pay-for-performance alignment.
We communicate with our shareholders in numerous ways, including in person and virtual meetings, investor conferences, roadshows, and through our periodic press releases, sustainability reports and other such documents. Members of our senior leadership and investor relations team provide an open forum to our investors to discuss and comment on any matters they wish to discuss.
Our investor outreach program assists senior leadership and our Board to fully understand the perspectives of our shareholders to ensure important issues are appropriately understood and considered in a timely manner.
| Steel Dynamics, Inc. | 2026 Proxy Statement | 7 |
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Business Highlights
Thank you to our extraordinary colleagues for their passion, spirit of excellence, innovation, and dedication to each other. Their dedication continues to drive our company to achieve exceptional results. We also thank our loyal customers, vendors, shareholders, and communities for their continued support.
Circular Manufacturing Model
We have intentionally developed a circular operating framework, supporting a competitively-advantaged, strategic business model. Our metals recycling platform collects and processes ferrous and nonferrous scrap from manufacturing and end-of-life items, such as automobiles, appliances, and machinery. The processed ferrous scrap is then sold to end users for reuse, including our EAF steel mills, which produce new steel from the recycled material. Similarly, our processed aluminum scrap will be sold to our recycled aluminum slab facilities and flat rolled product aluminum mill to produce new aluminum sheet from the recycled material. Our products are then sold to consumers that both further process and manufacture end products. We sell a meaningful amount of steel to our own manufacturing businesses that in turn sell finished products to consumers. Ultimately, when these products reach the end of their lives, they can be collected as scrap and used again in our steelmaking and aluminum operations, creating our circular manufacturing model.
1 The company believes that after-tax return-on-invested capital (After-tax ROIC) provides an indication of the effectiveness of the company’s invested capital and is calculated as follows: After-tax ROIC = Net Income Attributable to Steel Dynamics, Inc. / (Quarterly Average Current Maturities of Long-term Debt + Long-term Debt + Total Equity)
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| 8 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Performance Highlights
There have been many highlights during our history, some of our more recent achievements include:
| – | Maintaining our world-class safety culture, including a near record low total annual recordable injury rate in 2025, while each of our platforms continued to perform in line or meaningfully better than industry safety benchmarks |
| – | Record annual steel shipments of 13.7 million tons in 2025 |
| – | Successful production and qualifications of industrial, beverage can, and automotive quality flat rolled aluminum products at our flat rolled aluminum products mill, further becoming a differentiated, diversified metals growth company |
| – | Increasing our steel operations capabilities with our Sinton Flat Roll Division, which achieved consistent operational execution in 2025, and our four additional value-added flat roll coating lines, which further increases our higher-margin product offerings |
| – | Successful production and consumption of biocarbon material in the third quarter of 2025 |
| – | Achieving and improving our investment grade credit profile, which creates avenues to access lower cost and longer tenor capital |
| – | Inclusion within the S&P 500® Index, which is widely recognized as one of the premier benchmarks of the U.S. equities market |
| – | Strong liquidity of over $2.2 billion as of December 31, 2025, which firmly positions us to grow strategically through organic investments and transactional opportunities as well as return capital to shareholders |
Due to our strong profitability and cash flow generation in 2025, we repurchased $901 million, or over 4%, of our outstanding common stock. In February 2026, our Board of Directors increased our cash dividend by 6%, which marked our fourteenth consecutive increase. This flexible distribution policy allows our company to reward our shareholders during periods of excess cash flow and strong profitability. Over the last nine years, we have repurchased 43% of our outstanding shares and more than tripled our dividend, all while significantly increasing our through-cycle earnings capabilities with meaningful organic growth. The combination of a strong and growing cash dividend complemented by flexible share repurchases has driven meaningful returns for our shareholders over the long-term.
| Steel Dynamics, Inc. | 2026 Proxy Statement | 9 |
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Governance Highlights
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, and shareholders. The graphics below represent our 2026 director nominees.
1 Eight year average for our six independent director nominees, eleven year average for our seven director nominees, including one of our founders
Board Practices
| ✓ | Independent directors meet at least quarterly in executive session |
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| ✓ | Ongoing succession planning and talent development for senior leadership and the Board |
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| ✓ | Detailed risk oversight processes by the Board and each of the committees |
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| ✓ | Annual evaluations, including individual director assessments |
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✓ All Board members attended at least 75% of Board and Committee meetings
| ✓ | Code of Business Conduct and Ethics |
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| ✓ | Robust Stock Ownership Guidelines for Executive Officers and Directors |
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Board Composition
| ✓ | Lead Independent Director |
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| ✓ | Board Refreshment — Director Retirement Policy |
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| ✓ | Robust director selection process which includes in each search, candidates who reflect diverse backgrounds |
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| ✓ | Variety of experiences and perspectives, combined with seasoned industry knowledge |
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| ✓ | Board committees consist of 100% independent directors |
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Shareholder Rights
| ✓ | Proxy access with standard provisions |
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| ✓ | All directors stand for election annually |
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| ✓ | Shareholder right to call a special meeting |
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| ✓ | Majority voting with advance resignation in uncontested director elections |
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| 10 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
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| Board of Directors Matrix · Mark D. Millett (Founder) · Sheree L. Bargabos · Kenneth W. Cornew · Traci M. Dolan · Jennifer L. Hamann · Bradley S. Seaman · Luis M. Sierra | ||||||||
| Age | 66 | 70 | 61 | 68 | 58 | 66 | 63 | |
| Tenure | 32 | 7 | 9 | 13 | 2 | 12 | 4 | |
| Independent Director | | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | |
| Number of other public company boards | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
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| Skills | | | | | | | | |
| Public Company Experience | ◾ | ◾ | ◾ | ◾ | ◾ | | ◾ | |
| Senior Executive Leadership | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | |
| Accounting and Finance | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | |
| Metals Industry Expertise | ◾ | | | ◾ | | ◾ | | |
| Operating/Manufacturing Experience | ◾ | ◾ | ◾ | | ◾ | | ◾ | |
| Strategic Initiatives | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | ◾ | |
| Risk Management | ◾ | | ◾ | ◾ | ◾ | ◾ | ◾ | |
| Health & Safety | ◾ | ◾ | ◾ | | ◾ | | ◾ | |
| Information Technology/Cybersecurity | | | ◾ | ◾ | ◾ | | | |
| Environmental | ◾ | ◾ | ◾ | | | | ◾ | |
| Steel Dynamics, Inc. | 2026 Proxy Statement | 11 |
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Sustainability
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 us all.
Valuing our People
The health and safety of our people is, and always will be, our number one value and primary focus. Nothing surpasses the importance of each individual team member. Safety is an integral part of our culture, and we must collectively ensure every team member is personally engaged in sustaining a safe workplace for themselves, their team members, and their families. We continuously look for ways to refine and improve our safety programs to ensure safe outcomes. We discuss our safety programs and performance with our Board of Directors at each meeting. As shown in the following charts, our total recordable injury rate 1 achieved a near record low during 2025 and the total recordable injury rate 1 for each of our platforms was in line or meaningfully better than industry benchmarks.
1 Total Recordable Injury Rate is defined as OSHA recordable incidents x 200,000/hours worked
2 Source: 2024 U.S. DOL Bureau of Labor Statistics released in 2026
Our people are the foundation of our success and are our most important resource. Our culture safeguards all people and requires each person to be treated fairly and with dignity. We work together as a unified team and respect each other as individuals. Our team member population is representative of our industry and the communities where we live and work. Additionally, of the nine individuals on our senior leadership team, one is female and one is ethnically diverse.
The continued education and talent development of our colleagues are paramount to our success. Our educational assistance and development programs encourage personal growth so individuals can remain current in their areas of responsibility, as well as develop new skills for advancement. Senior leadership plays a key role in our development programs, linking our culture to critical, proven business concepts. We provide all team members with the opportunity to further develop their skills through online virtual learning workshops. Among many topics, we focus on leadership skills, effective communication, our culture, strategic thinking, time management, and technical content.
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| 12 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Valuing our Environment
We are committed to operating our business in an environmentally responsible manner and have been since our founding. Our steel mills exclusively use EAF technology with recycled ferrous scrap as the primary raw material, producing lower-embodied-carbon, high-quality steel products for our customers. The new aluminum flat rolled products mill will use recycled aluminum scrap as the primary raw material to produce lower-embodied-carbon, high-quality aluminum products for our customers.
We report on sustainability annually which includes disclosures according to the Sustainability Accounting Standards Board, the Global Reporting Initiative Framework, and CDP’s Climate Change questionnaire. All of these disclosures can be found on our website at www.steeldynamics.com under “Sustainability Reporting”. In addition to our ongoing reporting, we are pursuing multiple initiatives including the key ones highlighted below.
We helped found the Global Steel Climate Council (“GSCC”), a non-profit organization committed to advancing a science-based, globally applicable standard for reducing steel emissions. In 2024, we announced certified, science-based GHG emission intensity targets for our steel mills using theSteel Climate Standard which are in alignment with the 1.5° C scenario set forth in the Paris Agreement. We set a 2050 emissions intensity target of 0.12 metric tons of CO 2 e per metric ton of hot rolled steel produced and an interim 2030 emissions intensity target of 0.80 metric tons of CO 2 e per metric ton of hot rolled steel produced, representing a 15% reduction compared to the Company’s 2022 base year. Each of our steel mills achieved GSCC product certification in 2025, validating that these steel products are on the glidepath to achieve the goals of the Paris Climate Agreement’s 1.5° C scenario. Even though our emissions are already among the lowest in the industry, we are committed to further reducing our carbon impact and have an actionable path forward.
| Industry Scope 1, 2, & 3 GHG Emissions Intensity1 | Science-BasedGHG Emissions Targets |
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1 Steel Dynamics steel mills’ 2025 data compared to World Steel Association 2024 data, which uses a denominator of tonne of crude steel. SDI steel mills’ Scope 1, 2, and upstream Scope 3 emissions data were independently verified by a third party in accordance with the GSCC’s Steel Climate Standard.
In 2025, the biocarbon team produced their first biocarbon product, which was successfully used at our Columbus steel mill. The biocarbon production facility uses a high temperature pyrolysis to convert sustainably sourced biomass to high purity biocarbon as a renewable replacement for anthracite in our steelmaking operations. We believe this project will reduce our steel mills’ Scope 1 GHG absolute emissions by as much as 35%. In 2025, we launched our lower-bodied-carbon steel product offerings, BIOEDGE™ and EDGE™, to support customers in achieving their greenhouse gas emissions reduction and sustainability initiatives. BIOEDGE utilizes renewable biocarbon as the carbon input in the steelmaking process. Our decarbonization strategy is an ongoing journey, and we are committed to reducing our environmental footprint.
For further information, please visit our website atwww.steeldynamics.com under “Sustainability Reporting”.
| Steel Dynamics, Inc. | 2026 Proxy Statement | 13 |
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Executive Compensation Highlights
During 2025, we maintained our highly levered companywide performance-based compensation structure, which is foundational to our entire compensation philosophy. The Compensation Committee did not make any adjustments to the compensation measurements or objectives of our executive officers, nor were any discretionary bonuses awarded. Our executive compensation structure is strongly supported by our shareholders with 92% voting in favor during our say-on-pay vote in 2025. Our pay for performance programs continued to be based on the objective, measurable criteria that were established on the grant dates.
Best Practices
We are committed to sound compensation practices that encourage a long-term focus on value creation and sustainable use of our resources, as highlighted by the following items:
| ✓ | Highly levered companywide performance-based compensation |
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| ✓ | Annual say-on-pay vote |
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| ✓ | Robust stock ownership requirements for all executive officers |
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| ✓ | Clawback policy regarding executive compensation |
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| ✓ | Annual compensation risk assessment by the Compensation Committee |
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| ✓ | No repricing or backdating of stock options |
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| ✓ | “Double-trigger” change-in-control payments and benefits |
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| ✓ | No excise tax gross ups |
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| ✓ | Prohibit hedging and a severe limitation on pledging of Company stock |
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| ✓ | Independent compensation consultant retained by the Compensation Committee |
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| ✓ | Caps on individual payouts for each performance award |
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| ✓ | No guaranteed incentive bonus payments |
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| 14 | Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength |
Pay for Performance Philosophy
The following table summarizes the key elements of our executive compensation program for 2025:
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| CompensationComponent | | Description | | Cash | | Equity |
| Base Salary | | Set at a level we believe is necessary to recruit and retain the type of high-performing, entrepreneurial leaders we seek to attract | | ✓ | | |
| AnnualIncentive Plan | | Provides for a mix of cash and equity compensation earned when our performance exceeds pre-established thresholds tied to a minimum return to shareholders and capped at a maximum percentage of base salary | | ✓ | | ✓ |
| Long-Term Incentive Plan | | Equity compensation earned when our financial and operational performance, as measured by a number of comparable metrics, exceeds those of a pre-established set of our steel sector peers | | | | ✓ |
| RestrictedStock Units | | Equity awards which vest over a fixed time period. A significant majority of the awards to our NEOs vest one-third after two, three and four years. | | | | ✓ |
Key Elements of Our Compensation Program
The following summarizes the compensation mix for our CEO and the average of our other NEOs, with 84% of our CEO’s target compensation “at-risk” and 82% of our average other NEO’s target compensation “at-risk”:
| Steel Dynamics, Inc. | 2026 Proxy Statement | 15 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.