COMMERCIAL METALS Co
For the period ended Jan 14, 2026. Filed Nov 25, 2025.
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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.
Jan 14, 2026 · Filed Nov 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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:
| ☐ | 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 |
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COMMERCIAL METALS COMPANY
(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):
| ☒ | No fee required. |
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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 14a-6(i)(1) and 0-11. |
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2024 PROXY STATEMENTi
Notice of 2025 Annual Meeting and Proxy Statement
Notice of Annual Meeting of Stockholders
| WhenWednesday, January 14, 2026,10:00 a.m. Central Time(“CT”) | WhereVirtual meeting via live audio webcastRegister in advance at: www.proxydocs.com/CMC | Who Can VoteStockholders of record at the close of business on November 17, 2025 |
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| How to Vote: It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods.Via the Internet:www.proxypush.com/CMCBy Telephone:1-866-362-4503By Mail:Mark, sign, date and mail your proxy card in the postage-paid envelope provided.At the Annual Meeting:Attend the Annual Meeting and vote your shares during the live webcast. | Proposal | Page | Board Vote Recommendation |
|---|---|---|---|
| 1 | Election of three director nominees to serve as Class I directors until the 2029 annual meeting of stockholders | 18 | FOR each of thedirector nominees |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 31, 2026 | 81 | FOR |
| 3 | Advisory vote on executive compensation | 83 | FOR |
| Any other business that may properly come before the 2026 annual meeting of stockholders (the “Annual Meeting”) | |||
This Notice, the Proxy Statement and the proxy card are being made available, and the Notice Regarding the Availability of Proxy Materials is being sent commencing on approximately November 25, 2025 to stockholders of record at the close of business on November 17, 2025.
In order to attend the Annual Meeting, you must register in advance atwww.proxydocs.com/CMC prior to the deadline of January 12, 2026 at 5:00 p.m. Central Time (“CT”). Following registration, you will immediately receive a confirmation e-mail, which will include information about when you should expect to receive a unique link to gain access to the Annual Meeting. Whether or not you will be able to attend the Annual Meeting, PLEASE VOTE YOUR SHARES PROMPTLY BY EITHER SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD OR CASTING YOUR VOTE VIA TELEPHONE OR THE INTERNET AS DIRECTED ON THE PROXY CARD. YOU MAY ALSO VOTE YOUR SHARES DURING THE LIVE WEBCAST OF THE ANNUAL MEETING.
By Order of the Board of Directors,
Jody Absher
Senior Vice President, Chief Legal Officer and Corporate Secretary
Irving, Texas
November 25, 2025
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders:The Proxy Statement and Annual Report are available free of charge at www.proxydocs.com/CMC. Please reference the control number on your proxy card and on the Notice Regarding the Availability of Proxy Materials.
Table of Contents
| Proxy Statement for Annual Meeting of Stockholders | 1 | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 81 | |
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| Proxy Statement Summary | 2 | |||
| Proposal 3: Advisory Vote on Executive Compensation | 83 | |||
| Information About the Meeting and Voting | 11 | |||
| Equity Compensation Plans | 84 | |||
| Security Ownership of Certain Beneficial Owners and Management | 16 | |||
| 2027 Annual Meeting and Stockholder Proposals | 85 | |||
| Proposal 1: Election of Directors | 18 | Other Business | 85 | |
| Corporate Governance; Board and CommitteeMatters | 28 | Appendix A: Reconciliation of Non-GAAP Financial Measures | A-1 | |
| Sustainability at CMC | 35 | |||
| Frequently Referenced Topics | ||||
| Compensation Committee Report | 41 | |||
| Board Committees | 31 | |||
| Compensation Discussion and Analysis | 42 | |||
| Director Qualifications and Skills | 33 | |||
| Executive Compensation | 56 | |||
| Fiscal Year 2025 Summary Compensation Table | 56 | |||
| Compensation Committee Interlocks and Insider Participation | 77 | |||
| Pay Versus Performance | 69 | |||
| Certain Relationships and Related Party Transactions | 78 | |||
| Audit Committee Report | 79 | |||
Cautionary Note Regarding Forward-Looking Statements; Available Information
This proxy statement includes estimates, projections, statements relating to our business plans, initiatives, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may appear throughout this proxy statement. These forward-looking statements can generally be identified by phrases such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “intends,” “may,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management’s expectations and beliefs as of the date of this proxy statement. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. We describe risks and uncertainties that could cause actual results and events to differ materially in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
References to our website in this proxy statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this proxy statement or incorporated into any other filings we make with the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.