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: |
Preliminary Proxy Statement | |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
Definitive Proxy Statement | |
Definitive Additional Materials | |
Soliciting Material Pursuant to §240.14a-12 |
Steel Dynamics, Inc. |
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(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. | |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies: |
2) Aggregate number of securities to which transaction applies: |
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) Proposed maximum aggregate value of transaction: |
5) Total fee paid: |
Fee paid previously with preliminary materials. |
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. |
1) Amount Previously Paid: |
2) Form, Schedule or Registration Statement No.: |
3) Filing Party: |
4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
TIME
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9:00 a.m., Fort Wayne time
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Thursday, May 20, 2004
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PLACE
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Grand Wayne Center
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John Whistler Ballroom
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120 West Jefferson Boulevard
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Fort Wayne, Indiana 46802
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ITEMS OF BUSINESS
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(1)
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To elect ten (10) Directors for a one-year term.
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(2)
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To approve Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2004.
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(3)
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To approve the Steel Dynamics, Inc. 2004 Employee Stock Purchase Plan.
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(4)
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To conduct other business properly raised before the meeting and any adjournment or postponement of the meeting.
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RECORD DATE
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You may vote if you were a stockholder of record on March 15, 2004.
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2003 ANNUAL REPORT
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Our 2003 Annual Report to Stockholders, which is not a part of this proxy soliciting material, is enclosed.
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PROXY VOTING
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You will be able to vote in one of four ways:
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(1)
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Mark, sign, date and return your proxy card in the enclosed envelope.
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(2)
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Call the toll-free telephone number on your proxy card and follow the instructions for telephone voting.
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(3)
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Visit the web site shown on your proxy card and follow the instructions for voting on the Internet.
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(4)
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Vote in person at the meeting.
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You may always revoke your proxy before it is voted at the meeting by following the instructions in the accompanying proxy statement.
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KEITH E. BUSSE
President and Chief Executive Officer
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Page
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You may vote by mail in the traditional manner by marking, signing, dating and returning your enclosed proxy card in the envelope that we have enclosed.
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You may vote by telephone using the toll-free telephone number and instructions shown on your proxy card.
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You may vote via the internet by using the web site information and instructions listed on your proxy card.
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FOR the election of all of the director nominees.
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FOR ratification of the appointment of Ernst & Young LLP as independent auditors.
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FOR the approval of the 2004 Employee Stock Purchase Plan.
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Notify our Corporate Secretary in writing before the meeting that you wish to revoke your proxy.
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Submit another proxy with a later date.
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Vote by telephone or internet on a later date.
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Vote in person at the meeting.
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writing to Steel Dynamics, Inc., Investors Relations Department, 6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804;
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fax at 260-969-3590 to the attention of the Investors Relations Department;
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e-mail to fred.warner@steeldynamics.com; or
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phone the Investors Relations Department at 260-969-3564.
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Beneficial Ownership as
of March 15, 2004 |
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Name
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Current Beneficial
Holdings |
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Shares Subject
to Options |
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Total
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Percent
Owned* |
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Named Executive Officers
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Keith E. Busse1
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710,225
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56,793
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767,018
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1.5
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%
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Mark D. Millett2
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838,441
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42,597
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881,038
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1.7
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%
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Richard P. Teets, Jr.3
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1,161,788
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42,597
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1,204,385
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2.4
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%
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Tracy L. Shellabarger4
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257,964
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42,597
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300,561
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0.6
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%
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John W. Nolan5
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22,748
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31,949
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54,697
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0.1
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%
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Other Directors or Nominees
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John C. Bates6
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2,795,442
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8,313
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2,803,755
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5.5
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%
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Paul B. Edgerley7
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2,067,207
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2,788
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2,069,995
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4.1
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%
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Richard J. Freeland8
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2,000
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8,313
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10,313
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%
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Naoki Hidaka9
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524,197
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4,239
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528,436
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1.0
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%
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James E. Kelley10
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7,229
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8,313
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15,542
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%
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Dr. Jürgen Kolb11
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8,313
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8,313
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%
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Daniel M. Rifkin12
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657,427
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1,942
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659,369
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1.3
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%
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Joseph D. Ruffolo13
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4,000
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8,313
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12,313
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%
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Directors and Executive Officers as a Group (13 persons)
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9,048,668
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267,067
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9,315,735
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18.4
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%
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Represents currently exercisable options and options exercisable within 60 days.
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*
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Assumes exercise of all stock options (for 1,541,103 shares) currently exercisable or exercisable within 60 days, with a corresponding increase in the number of outstanding shares from 49,117,325 on the record date to 50,658,428.
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(1)
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President and Chief Executive Officer and a director, and President and Chief Executive Officer and a director of Iron Dynamics, Inc., our wholly-owned subsidiary. Includes 10,225 shares that are not yet vested, awarded for our 2002 results, pursuant to our Amended and Restated Officer and Manager Cash and Stock Bonus Plan.
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(2)
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Vice President and General Manager of our Flat Roll Division and a director, and Vice President and a director of Iron Dynamics, Inc., our wholly-owned subsidiary. Includes 6,893 shares that are not yet vested, awarded for our 2002 results, pursuant to our Amended and Restated Officer and Manager Cash and Stock Bonus Plan.
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(3)
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Vice President and General Manager of our Structural and Rail Division and a director. Includes 8,000 shares of common stock owned by Mr. Teets spouse, with respect to which Mr. Teets disclaims
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beneficial ownership. Includes 6,893 shares that are not yet vested, awarded for our 2002 results, pursuant to our Amended and Restated Officer and Manager Cash and Stock Bonus Plan.
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(4)
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Vice President of Finance and Chief Financial Officer and Vice President and Chief Financial Officer of our Iron Dynamics subsidiary. Includes 82,300 shares of common stock held by Mr. Shellabarger in trust for Mr. Shellabargers minor children, with respect to which Mr. Shellabarger disclaims beneficial ownership. Includes 6,015 shares that are not yet vested, awarded for our 2002 results, pursuant to our Amended and Restated Officer and Manager Cash and Stock Bonus Plan.
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(5)
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Vice President of Marketing. Includes 2,655 shares, of which 1,770 are not yet vested, received pursuant to our 2004 Executive Incentive Compensation Plan, and includes 2,819 shares that are not yet vested, awarded for our 2002 results, pursuant to our Amended and Restated Officer and Manager Cash and Stock Bonus Plan.
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(6)
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Director. Consists of all shares of common stock held of record by Heidtman Steel Products, Inc., of which Mr. Bates is the President and Chief Executive Officer. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Bates pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(7)
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Director. Mr. Edgerley beneficially owns 67,207 of these shares. The balance of 2,000,000 shares is owned by Brookside Capital Partners Fund, L.P. over which Mr. Edgerley may be deemed to share voting or dispositive power. Mr. Edgerley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Edgerley pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(8)
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Director. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Freeland pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(9)
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Director. Consists of all shares held of record by Sumitomo Corporation of America that Mr. Hidaka may be deemed to beneficially own due to his relationship with that entity. Mr. Hidaka, however, disclaims beneficial ownership of these shares. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Hidaka pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(10)
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Director. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Kelley pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(11)
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Director. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Dr. Kolb pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(12)
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Director. Includes 181,925 shares of common stock held by Mr. Rifkin as trustee under trusts for his minor children, with respect to which Mr. Rifkin disclaims beneficial ownership. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Rifkin pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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(13)
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Director. Includes 1,000 shares held in Mr. Ruffolos retirement plan. Also includes 1,000 shares held by Mr. Ruffolos spouse, with respect to which he disclaims beneficial ownership. Shares in option column represent stock options, currently exercisable or exercisable within 60 days, issued to Mr. Ruffolo pursuant to our stockholder approved Non-Employee Director Stock Option Plan.
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Name and Address of Beneficial Owner
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Number of Shares
Beneficially Owned |
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Percentage of
Common Stock Outstanding |
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Barclays Global Investors, N.A. and
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1,269,172
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5.1
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%
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Barclays Global Fund Advisors (1) (3)
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750,039
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45 Fremont Street
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San Francisco, CA 94105
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Barclays Bank PLC (1) (3)
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461,640
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54 Lombard Street
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London, England EC3P 3AH
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Dimensional Fund Advisors Inc. (1) (2)
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2,439,372
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5.0
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%
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1299 Ocean Avenue, 11th Floor
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Santa Monica, CA 90401
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FMR Corp. (4)
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4,145,411
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8.5
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%
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82 Devonshire Street
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Boston, MA 02109
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Heidtman Steel Products, Inc. (1)
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2,795,442
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5.7
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%
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640 Lavoy Road
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Erie, MI 48133
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Mac-Per-Wolf Company (1)
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2,859,885
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5.9
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%
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310 S. Michigan Ave., Suite 2600
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Chicago, IL 60604
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(1)
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Sole voting and dispositive power
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(2)
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Disclaims beneficial ownership
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(3)
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Filed jointly
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(4)
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FMR Corp. has sole voting power over 652,558 shares and sole dispositive power over all 4,145,411 shares. FMR Corp. is a parent holding company, and no single persons interest in the shares of Steel Dynamics, Inc. is greater than 5%. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 2.03 of the Investment Advisers Act of 1940 (the Act), is the beneficial owner of 3,492,853 of the shares, which includes 361,079 shares assumed (but not yet) converted from $6,140,000 principal amount of Steel Dynamics, Inc. 4% Convertible Subordinated Notes due 2012. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., is the beneficial owner of 292,600 shares. Fidelity International Limited, Hamilton, Bermuda, and various other foreign-based subsidiaries, beneficially owns 359,958 of
the shares. Edward C. Johnson 3d, his wife Abigail P. Johnson, and members of the Johnson families may be deemed to constitute a controlling group with respect to FMR Corp. FMR Corp. and Fidelity International Limited disclaims that they act as a group.
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Annual Compensation
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Long-Term
Compensation Awards |
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Name and
Principal Position |
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Fiscal
Year |
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Salary1
($) |
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Bonus2
($) |
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Other
Annual Compensation ($) |
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Restricted
Stock Awards3 ($) |
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Securities
Underlying Options4 |
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All Other
Compensation5 ($) |
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Keith E. Busse
President and Chief
Executive Officer |
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2003
2002 2001 |
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600,000
408,000 400,000 |
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1,037,162
816,000 |
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94,488
426,388 20,894 |
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10,381
10,751 13,415 |
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22,112
40,335 8,021 |
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Mark D. Millett
Vice President
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2003
2002 2001 |
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360,000
275,000 270,000 |
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683,350
550,000 |
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63,682
287,250 13,929 |
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7,787
8,064 10,062 |
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13,672
29,144 3,672 |
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Richard P. Teets, Jr.
Vice President
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2003
2002 2001 |
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360,000
275,000 270,000 |
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667,350
550,000 |
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63,682
287,250 13,929 |
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7,787
8,064 10,062 |
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14,637
29,132 3,581 |
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Tracy L. Shellabarger
Vice President and
Chief Financial Officer |
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2003
2002 2001 |
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255,000
240,000 235,000 |
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472,279
480,000 |
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55,578
250,777 12,256 |
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7,787
8,064 10,062 |
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13,717
29,144 3,476 |
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John W. Nolan
Vice President
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2003
2002 2001 |
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170,000
150,000 145,000 |
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255,000
225,000 |
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85,910
117,575 5,766 |
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5,840
6,048 7,547 |
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13,113
28,094 3,190 |
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1
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Represents Base Salary compensation.
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2
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Represents cash portion of a performance-based bonus payable under our Amended and Restated Officer and Manager Cash and Stock Bonus Plan for years 2002 and 2001 and under our Executive Incentive Compensation Plan for 2003
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3
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Represents dollar value of the stock portion of a performance-based bonus payable under our Amended and Restated Officer and Manager Cash and Stock Bonus Plan. One-third of the common stock issued during any year for which a stock bonus is payable under the Plans vest and become non-forfeitable immediately upon issuance, another third vests and becomes non-forfeitable one year after issuance, and the balance of one-third vests and becomes non-forfeitable two years after issuance.
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4
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Represents the number of shares covered by options granted under our stockholder approved Amended and Restated 1996 Incentive Stock Option Plan, all of which are either currently exercisable or exercisable within 60 days.
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5
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Principally represents our matching contributions under our Retirement Savings Plan, contributions under our Profit Sharing Plan, and life insurance premiums.
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Plan Category
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(a)
Number of Securities to
be issued upon exercise of outstanding options, warrants and rights |
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(b)
Weighted-average exercise price of outstanding options, warrants and rights |
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(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
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Equity compensation plans approved by security holders
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2,437,510
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$
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14.62
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2,630,156
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Equity compensation plans not approved by security holders
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Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term2 |
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Name
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Securities
Underlying Options Granted (# of shares)1 |
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% of Total Options
Granted to Employees in 2003 |
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Exercise or
Base Price ($/Sh) |
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Expiration
Date |
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5% ($)
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10% ($)
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Keith E. Busse
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6,270
4,111 |
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0.78
0.50 |
%
% |
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12.76
19.46 |
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5/21/2008
11/21/2008 |
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22,104
22,103 |
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48,844
48,841 |
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Mark D. Millett
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4,703
3,084 |
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0.57
0.37 |
%
% |
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12.76
19.46 |
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5/21/2008
11/21/2008 |
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16,580
16,581 |
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36,637
36,640 |
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Richard P. Teets, Jr.
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4,703
3,084 |
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0.57
0.37 |
%
% |
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12.76
19.46 |
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5/21/2008
11/21/2008 |
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16,580
16,581 |
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36,637
36,640 |
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Tracy L. Shellabarger
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4,703
3,084 |
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0.57
0.37 |
%
% |
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12.76
19.46 |
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5/21/2008
11/21/2008 |
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16,580
16,581 |
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36,637
36,640 |
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John W. Nolan
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3,527
2,313 |
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0.43
0.28 |
%
% |
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12.76
19.46 |
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5/21/2008
11/21/2008 |
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12,434
12,436 |
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27,476
27,480 |
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1
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The exercise price of each option is 100% of the fair market value of our common stock on the date the option was granted. All of the foregoing options were issued under the terms of our Amended and Restated 1996 Incentive Stock Option Plan. These options are for a term of five years from the date of grant and become exercisable six months after the date of grant.
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2
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The dollar amounts in these columns are the result of calculations at the 5% and 10% appreciation rates prescribed by the Securities and Exchange Commission, and, therefore, are not intended to forecast potential future appreciation, if any, in the price of our common stock. Potential realizable value assumes that the common stock appreciates at the rate shown (compounded annually) from the grant date until the option expiration date. No gain to the optionees is possible without an increase in the price of our common stock over the exercise price of each option.
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Number of Securities
Underlying Unexercised Options at Fiscal Year-End (#) |
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Value of Unexercised
In-the-Money Options at Fiscal Year-End 2 ($) |
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Name
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Shares
Acquired on Exercise (#) |
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Value
Realized1 ($) |
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Exercisable
(#) |
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Unexercisable
(#) |
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Exercisable
($) |
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Unexercisable
($) |
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Keith E. Busse
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5,926
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32,593
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56,793
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4,111
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586,185
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14,553
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Mark D. Millett
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4,445
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25,337
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42,597
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3,084
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439,660
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10,917
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Richard P. Teets, Jr.
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4,445
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42,227
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42,597
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3,084
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439,660
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10,917
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Tracy L. Shellabarger
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4,445
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23,597
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42,597
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3,084
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439,660
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10,917
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John W. Nolan
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3,334
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31,673
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31,949
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2,313
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329,761
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8,188
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1
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Market value of the underlying shares on the date of exercise, if any, less the option exercise price.
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2
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Market value of shares at December 31, 2003 covered by all in-the-money options, less the option exercise price.
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2003
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2002
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Audit Fees
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$
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280,000
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$
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412,000
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Audit-Related Fees
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52,000
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48,000
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Tax Fees
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159,000
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351,000
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All Other Fees
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6,000
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$
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497,000
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$
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811,000
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1.
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Audit services include the
annual financial statement audit (including required quarterly reviews),
subsidiary audits, and other work required to be performed by the independent
auditors to be able to form an opinion on our Consolidated Financial
Statements. Such work includes, but is not limited to, comfort letters,
statutory audits or financial audits for subsidiaries or
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affiliates, and
services associated with SEC registration statements, periodic reports and other
documents filed with the SEC or other documents issued in connection with
securities offerings.
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2.
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Audit-related services are for services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Such services typically include but are not limited to financial audits of employee benefit plans, due diligence services pertaining to potential business acquisitions or dispositions, accounting consultations related to accounting, financial reporting or disclosure matters not classified as audit services, and assistance with understanding and implementing new accounting and financial reporting guidance.
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3.
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Tax services include all services performed by the independent auditors tax personnel, except those services specifically related to the financial statements, and includes fees in the area of tax compliance, tax planning and tax advice.
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4.
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All other fees are those associated with services that the Audit Committee believes are routine and recurring services which would not impair the independence of the auditor and are consistent with SEC rules on auditor independence.
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Base salaries should be competitive with the level of salaries paid to officers in comparable companies with comparable responsibilities.
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Variable compensation, both in the form of cash and stock bonus awards, should be directly related to the financial results produced during the year.
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Long-term compensation, in the form of stock options, directly links officers rewards to stock price appreciation.
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Set forth below is a line graph comparing the cumulative total stockholder return on our common stock with the cumulative total return of companies on the NASDAQ Stock Market US Index and the Standard & Poors Iron and Steel Index for the limited period of November 22, 1996 (the first day of trading on NASDAQ National Market System following our initial public offering of our common stock) and the last trading day prior to December 31, 2003, and assumes the reinvestment of dividends (of which there were none).
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG STEEL DYNAMICS, INC., THE NASDAQ STOCK
MARKET (U.S.) INDEX
AND THE S&P STEEL INDEX
$100 invested on 12/31/98 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. | ||
Copyright © 2002, Standard & Poors,
a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm |
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By Order of the Board of Directors
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Keith E. Busse
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President and Chief Executive Officer
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C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 43023
PROVIDENCE, RI 02940-3023
ATTN: TAMMIE MARSHALL
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card
in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction
form.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return to STEEL DYNAMICS, INC., c/o ADP, 51 Mercedes Way, Edgewood,
NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | STDY01 |
KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY |
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
|||||||
STEEL DYNAMICS, INC. | |||||||
NOTE: THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE FOLLOWING ITEMS. |
|||||||
1. ELECTION OF DIRECTORS: | |||||||
01) Keith E. Busse | 06) Richard J. Freeland | For
All |
Withhold
All |
For All
Except |
To withhold authority to vote, mark For All Except and write the nominee's number on the line below. | ||
02) Mark D. Millett | 07) Naoki Hidaka | ||||||
03) Richard P. Teets, Jr. | 08) James E. Kelley | ||||||
04) John C. Bates | 09) Dr. Jürgen Kolb | ||||||
05) Paul B. Edgerley | 10) Joseph D. Ruffolo |
Vote On Proposal
|
For |
Against |
Abstain |
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2. | APPROVAL
OF APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS FOR THE YEAR 2004. |
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3. | APPROVAL
OF STEEL DYNAMICS 2004 EMPLOYEE STOCK PURCHASE PLAN. |
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4. | TO GIVE
PROXIES DISCRETION TO VOTE ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING. |
|||
NOTE:
Unless otherwise directed, the proxies will vote "FOR" all
of the foregoing items. |
||||
Please be sure to sign and date this Proxy. | ||||
Mark box at right if comments have been noted on the reverse side of this card. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
PROXY STEEL DYNAMICS, INC. |
||||
Solicited on Behalf of the Board of Directors for Steel Dynamics, Inc.'s Annual Stockholders Meeting |
||||
Keith
E. Busse or Tracy L. Shellabarger are appointed proxies, with power of
substitution, to vote
all of the undersigned's shares held
of record March 15, 2004, at STEEL DYNAMICS, INC.'s May 20, 2004 Annual
Meeting of Stockholders at 9:00 A.M. EDT in the John
Whistler Ballroom of the Grand Wayne Center, 120 West Jefferson Boulevard,
Fort Wayne, Indiana (or at any adjournment thereof)
on all matters set forth in SDI's Year 2004 Proxy Statement, as set forth
on the reverse side.
|
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. | ||||
Please sign exactly as your name appears on the books of the Company. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. | ||||
Comments: |
||||
(If you noted any Comments above, please mark corresponding box on the reverse side.) |