UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

COMMERCIAL METALS COMPANY

(Name of Registrant as Specified in its Charter)

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

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

To Be Held On January 10, 2018

The annual meeting of stockholders (the “Annual Meeting”) of Commercial Metals Company, a Delaware corporation (the “Company”), will be held in CMC Hall at the Company’s corporate headquarters at 6565 North MacArthur Boulevard, 9^th Floor, Irving, Texas 75039 on Wednesday, January 10, 2018, at 10:00 a.m., Central Standard Time. If you are planning to attend the Annual Meeting in person, you are required to bring proof of ownership of Commercial Metals Company common stock, as well as a form of government-issued photo identification, in order to be admitted to the meeting. Directions to the Annual Meeting are included at the end of the accompanying proxy statement.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless you specifically request by following the instructions on the Notice Regarding the Availability of Proxy Materials you received. The Notice Regarding the Availability of Proxy Materials includes instructions as to how you may access and review all of the important information contained in the proxy materials. The Notice Regarding the Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet. We believe that by furnishing our proxy materials on the Internet, we provide our stockholders with the information our stockholders need while lowering the cost to the Company of delivering the proxy materials.

The Annual Meeting will be held to consider the following matters:

You are invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote your shares either by telephone, Internet or mail as described in the Notice Regarding the Availability of Proxy Materials you previously received. Proxies forwarded by or for banks, brokers, trusts or other nominees should be returned as requested by them. The prompt return of proxies will save the expense involved in further communication.

By Order of the Board of Directors,

PAUL K. KIRKPATRICK

Corporate Secretary

Irving, Texas

November 27, 2017

Table of Contents

Commercial Metals Company

6565 North MacArthur Boulevard, Suite 800

Irving, Texas 75039

Telephone (214) 689-4300

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held On January 10, 2018

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Commercial Metals Company (“we” or “the Company”) for use at the annual meeting of our stockholders to be held on Wednesday, January 10, 2018 at 10:00 a.m., Central Standard Time, in CMC Hall at the Company’s corporate headquarters at 6565 North MacArthur Boulevard, 9^th Floor, Irving, Texas 75039 (the “Annual Meeting”), and at any and all postponements or adjournments of the Annual Meeting. The approximate date on which this proxy statement and accompanying proxy card are first being made available to stockholders is November 27, 2017.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless you specifically request a printed copy. Instead, on or about November 27, 2017, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report on the Internet. The Notice Regarding the Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice Regarding the Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

Shares represented by each proxy, if properly executed and returned to us prior to the Annual Meeting in accordance with the instructions in the accompanying proxy card and the Notice Regarding the Availability of Proxy Materials, will be voted as directed, but if not otherwise specified, will be voted (i) FOR the election of the three directors nominated by our Board and named in this proxy statement, (ii) FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (iii) FOR the approval of the advisory resolution on executive compensation, (iv) ONE YEAR for the frequency of an advisory vote on executive compensation, (v) FOR the re-approval of the Commercial Metals Company 2013 Cash Incentive Plan, and (vi) FOR the re-approval of the Commercial Metals Company 2013 Long-Term Equity Incentive Plan. A stockholder executing a proxy may revoke it at any time before it is voted by giving written notice to the Corporate Secretary of the Company, by subsequently executing and delivering a new proxy or by voting in person at the Annual Meeting.

Stockholders of record can simplify their voting and reduce our cost by voting their shares via telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded. If a stockholder’s shares are held in the name of a bank, broker, trust or other nominee, the availability of telephone and Internet voting will depend upon the voting processes of the bank, broker, trust or other nominee. Accordingly, stockholders should follow the voting instructions on the form they receive from their bank, broker, trust or other nominee.

Stockholders who elect to vote via telephone or the Internet may incur telecommunications and Internet access charges and other costs for which they are solely responsible. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m., Eastern Standard Time, on the evening before the Annual Meeting. Instructions for voting via telephone or the Internet are contained in the Notice Regarding the Availability of Proxy Materials you received.

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

Only stockholders of record on November 20, 2017 are entitled to notice of and to attend and/or vote at the Annual Meeting or any adjournments of the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices located at 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039 for a period of ten days prior to the Annual Meeting. The list of stockholders will also be available for inspection at the Annual Meeting and may be inspected by any stockholder for any purpose germane to the Annual Meeting. Proof of ownership of Commercial Metals Company common stock, as well as a form of government-issued photo identification, must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you must bring proof of ownership with you to the meeting. A recent account statement, letter or proxy from your broker, trust, bank or other nominee will suffice.

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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INFORMATION ABOUT THE MEETING AND VOTING

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INFORMATION ABOUT THE MEETING AND VOTING

Management of the Company is not aware of any matters other than those described in this proxy statement that may be presented for action at the Annual Meeting. If you vote by proxy and any other matters are properly presented at the Annual Meeting for consideration, the proxy holders will have discretion to vote for you on those matters.

Voting by Mail.    You can vote by mail by requesting a printed copy of our proxy materials and by signing, dating and returning the proxy card you will then receive in the postage-paid envelope provided.

Voting via the Internet.    You can vote your shares via the Internet by following the instructions provided on the Notice Regarding the Availability of Proxy Materials. The Internet voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm that your voting instructions have been properly recorded. Voting by Internet authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

Voting by Telephone.    You can vote your shares by telephone by following the instructions provided on the Notice Regarding the Availability of Proxy Materials. The telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm that your voting instructions have been properly recorded. Voting by telephone authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

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INFORMATION ABOUT THE MEETING AND VOTING

In contrast, if you purchased your shares through a bank, broker, trust or other nominee, the bank, broker, trust or other nominee will be the “stockholder of record” of those shares. Generally, when this occurs, the bank, broker, trust or other nominee will automatically put your shares into “street name,” which means that the bank, broker, trust or other nominee will hold your shares in its name or another nominee’s name and not in your name, but will keep records showing you as the real or “beneficial owner.” If you hold shares beneficially in street name, this proxy statement and any accompanying documents have been forwarded to you by your bank, broker, trust or other holder of record.

Under NYSE rules, if you hold your shares through a bank, broker, trust or other nominee and your bank, broker, trust or other nominee delivers this proxy statement to you, but you do not give instructions to the bank, broker, trust or other nominee, the bank, broker, trust or other nominee will have the discretion to vote on the ratification of the appointment of Deloitte & Touche LLP.

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INFORMATION ABOUT THE MEETING AND VOTING

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INFORMATION ABOUT THE MEETING AND VOTING

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

On the basis of filings with the SEC and other information, we believe that based on 116,630,628 shares of our common stock issued and outstanding as of November 20, 2017, the following persons beneficially owned more than five percent (5%) of our outstanding common stock:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us about the beneficial ownership of our common stock as of November 20, 2017 by each director and nominee for director, our CEO, our Chief Financial Officer (“CFO”), the other executive officers included in the Summary Compensation Table, and all current directors and executive officers as a group based on 116,630,628 shares of our common stock issued and outstanding as of November 20, 2017. Unless stated otherwise in the notes to the table, each person named below has sole authority to vote and dispose of the shares listed.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires directors, executive officers and beneficial owners of more than ten percent (10%) of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and any of our other equity securities. Based solely upon our review of the copies of such forms received by us or written representations that no other forms were required from reporting persons, we believe that all such reports were submitted on a timely basis during the fiscal year ended August 31, 2017.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Information about our Board and the Nominees

Our restated certificate of incorporation divides our Board into three classes. Each class currently has four directors each.

The term of office of the Class II directors expires at the Annual Meeting. Each of our current Class II directors will stand for reelection at the Annual Meeting, other than Messrs. Joseph Alvarado and Anthony A. Massaro, each of whom is retiring from our Board effective at the Annual Meeting. Our Board has nominated Mr. Rick J. Mills, a current Class III director, for election as a Class II director at the Annual Meeting to fill one of the vacancies created by the foregoing retirements.

Changes to our Board

On June 21, 2017, the Board announced that effective September 1, 2017, Barbara R. Smith would assume the role of the Company’s President and Chief Executive Officer and become a member of the Board, and that Joseph Alvarado would continue to serve as the Chairman of the Board through the Annual Meeting. In connection with Ms. Smith’s appointment to the Board, the Board voted to increase the size of the Board from 11 directors to 12 directors, effective September 1, 2017, and appointed Ms. Smith to fill the newly created vacancy and to serve as a Class II director. Effective January 11, 2018, Ms. Smith will also assume the role of Chairman of the Board.

In November 2017, Mr. Anthony A. Massaro, a Class II director, notified the Board that he would not stand for reelection to the Board at the Annual Meeting. After the retirements of Messrs. Alvarado and Massaro, without reclassifying the directors or adding new directors to fill the vacancies caused by such retirements, the Board would have 10 directors, consisting of four Class I directors, two Class II directors and four Class III directors. Because the Company’s Restated Certificate of Incorporation, as amended, requires that the three classes of directors be nearly as equal as possible, the Board voted to reclassify the directors into nearly equal classes consisting of four Class I directors, three Class II directors and three Class III directors by (i) nominating Rick J. Mills, a current Class III director, on the recommendation of the Nominating and Corporate Governance Committee, for election at the Annual Meeting as a Class II director, (ii) reducing the number of Class II directors to three directors at the Annual Meeting and (iii) upon the election of Rick J. Mills as a Class II director, accepting the contemporaneous resignation of Rick J. Mills as a Class III director and reducing the number of Class III directors to three.

Proxies cannot be voted for the election of more than three persons to our Board at the Annual Meeting. The term of the Class II directors elected at the Annual Meeting ends at the 2021 annual meeting of stockholders. The term of the Class III directors ends at the 2019 annual meeting of stockholders, and the term of the Class I directors ends at the 2020 annual meeting of stockholders. After the Annual Meeting, our Board will have 10 directors with three directors in each of Classes II and III and four directors in Class I.

Each nominee named in this proxy statement has consented to being named in this proxy statement and to serve if elected. If any nominee is unable to serve or for good cause will not serve, the shares represented by the proxies will be voted for the person, if any, designated by our Board to replace such nominee. However, the Company has no reason to believe that any nominee will be unavailable. All of the director nominees, as well as the continuing directors, plan to attend this year’s Annual Meeting. The following table sets forth information about the nominees and the continuing directors.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Director Nominees

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PROPOSAL 1 — ELECTION OF DIRECTORS

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PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Continuing in Office

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PROPOSAL 1 — ELECTION OF DIRECTORS

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PROPOSAL 1 — ELECTION OF DIRECTORS

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PROPOSAL 1 — ELECTION OF DIRECTORS

There is no family relationship between any of the directors, executive officers, or any nominee for director.

Vote Required

Directors are elected by majority vote, and cumulative voting is not permitted.

Our Board recommends a vote FOR the election of the nominees for director named above: Rick J. Mills, Barbara R. Smith and Joseph Winkler.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Director Independence.    Our Board has determined, after considering all of the relevant facts and circumstances, that Mses. Avril and Raiss and Messrs. Best, Guido, Kelson, Massaro, Mills, Smith, Szews and Winkler are independent, as “independent” is defined by the listing standards of the NYSE, because they have no direct or indirect material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the NYSE listing standards not to be satisfied.

Board Leadership Structure.    Our Board has concluded that combining the roles of CEO and Chairman of the Board is the most effective leadership structure for the Company at the present time as it promotes unified leadership and direction for the Company, allowing for a single, clear focus for management to execute the Company’s strategy and business plans. The combination of the Chairman and CEO roles is balanced by the appointment of a Lead Director, as well as the majority of our Board being comprised of independent directors. Effective January 11, 2018, Ms. Smith will assume the role of Chairman of the Board. As discussed further below, the Lead Director is responsible for providing leadership to our Board when circumstances arise in which the joint role of the Chairman and CEO may be, or may be perceived to be, in conflict. The Lead Director also presides over those Board sessions that are attended only by independent directors. Our Board believes that having a Lead Director as part of its leadership structure promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them.

Lead Director.    When considered appropriate, our corporate governance guidelines permit the designation of a Lead Director by the majority vote of independent directors. The independent directors designated Mr. Kelson as Lead Director to serve until the 2019 annual meeting of stockholders. The responsibilities of the Lead Director include (i) convening and presiding over executive sessions attended only by independent and non-employee directors, (ii) communicating to the CEO the substance of discussions held during those sessions to the extent requested by the participants, (iii) serving as a liaison between the Chairman of the Board and our Board’s independent directors on sensitive issues and otherwise when appropriate, (iv) consulting with the Chairman of the Board on meeting schedules and agendas in order to assure that sufficient time is available for discussion of agenda items, (v) consulting with the Chairman of the Board regarding materials to be sent to our Board, including the format and adequacy of information, (vi) consulting with the Chairman of the Board to assure the effectiveness of our Board meeting process, (vii) presiding at meetings of our Board in the event of the Chairman of the Board’s absence, (viii) leading the Board’s annual evaluation of the Chairman of the Board and the CEO, (ix) monitoring and coordinating with management on corporate governance issues and developments and (x) being available to advise committee chairpersons in fulfilling their designated roles and responsibilities to the Board. The Lead Director is also available to receive direct communications from stockholders through Board approved procedures and may periodically, as directed by our Board, be asked to speak for the Company or perform other responsibilities.

Board Role in Risk Oversight.    Management has responsibility for evaluating and managing overall risk to the enterprise. Our Board assesses the enterprise-level risks that face the Company from a strategic point of view and reviews options for risk mitigation presented by management. The responsibility to review and assess such risk exposure includes reviewing regulatory, safety, environmental and financial matters, contingent liabilities, and other risks which may be material to the Company, as well as the activities of management in identifying, assessing and mitigating against business, commercial, regulatory, cybersecurity, operational, financial and other risks associated with the Company’s products and services. The President and CEO periodically reports to our Board on her and management’s assessment of risks impacting the Company. The Audit Committee, discussed below, has the responsibility for reviewing the Company’s major financial reporting risks or exposures and to assess the steps taken by management to monitor and control such risks and exposures. The Audit Committee’s review of these risks and exposures includes, but is not limited to: (i) any special-purpose entities, complex financing transactions and related off-balance sheet accounting matters; and (ii) legal matters that may significantly impact the Company’s financial statements or risk management. In addition, the Finance Committee provides ongoing guidance and oversight of transactions involving financing, investments and merger and

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

acquisition activity, as well as insurance coverage. Both of these committees provide the Compensation Committee with a perspective on the relationship between compensation and risk, which the Compensation Committee uses in its evaluation of management compensation in order to ensure management’s continued focus on growth in stockholder value without incentivizing undue risk.

Corporate Governance Guidelines and Code of Ethics.    Our Board has adopted corporate governance guidelines. Our Corporate Governance Guidelines reflect the principles by which we operate. From time to time, the Nominating and Corporate Governance Committee and our Board review and revise our Corporate Governance Guidelines in response to regulatory requirements and evolving leading practices for similarly situated companies. We have also adopted a Code of Conduct and Business Ethics (the “Code of Conduct”), which applies to all of our directors, officers and employees. In addition, we have adopted a separate Financial Code of Ethics which is applicable to our CEO, CFO, Corporate Controller, any person who may function as a Chief Accounting Officer or persons performing similar functions. We intend to post any amendments to or waivers from our Financial Code of Ethics and our Code of Conduct on our website to the extent applicable to our CEO, CFO, Corporate Controller, any person who may function as a Chief Accounting Officer or persons performing similar functions. Our Corporate Governance Guidelines, the Code of Conduct, the Financial Code of Ethics and other information are available at our website, www.cmc.com under the Corporate Governance section, and such information is available in print to any stockholder, without charge, upon request to Commercial Metals Company, 6565 North MacArthur Blvd., Suite 800, Irving, Texas 75039, Attention: Corporate Secretary, or by calling (214) 689-4300.

Communications by Stockholders and Other Interested Parties.    Stockholders and other interested parties may communicate with the Lead Director or any of the non-employee and independent directors by submitting a letter addressed to their individual attention or to the attention of non-employee directors c/o Corporate Secretary at P.O. Box 1046, Dallas, Texas 75221.

Meetings of Our Board.    In fiscal year 2017, the entire Board met nine times, six of which were regularly scheduled meetings. Other than Mr. Massaro, who is retiring from our Board effective at the Annual Meeting, all directors attended at least seventy-five percent (75%) or more of the meetings of our Board and of the committees on which they served. We expect all directors and nominees to attend the Annual Meeting. All directors attended the 2017 annual meeting of stockholders.

Executive Sessions.    As required by the NYSE listing standards, non-employee and independent directors regularly schedule executive sessions in which they meet without the presence of employee directors or management. The presiding director at such executive sessions is the Lead Director. In fiscal year 2017, the non-employee directors, which include all members of our Board other than Mr. Alvarado, held six non-employee director sessions in connection with Board meetings and no stand-alone meetings.

Board Committees

We have four standing board committees: Audit, Compensation, Nominating and Corporate Governance and Finance. Each of these committees is comprised entirely of independent directors. Our Board has adopted charters for each of these committees describing the authority and responsibilities delegated to each committee by our Board. All committee charters are available at our website, www.cmc.com under the Corporate Governance section, and available in print to any stockholder, without charge, upon request to Commercial Metals Company, 6565 North MacArthur Blvd., Suite 800, Irving, Texas 75039, Attention: Corporate Secretary, or by calling (214) 689-4300.

Audit Committee.    Our Board has a standing Audit Committee that performs the activities more fully described in the Audit Committee Report on page 60. For the 2017 fiscal year, the members of the Audit Committee were Messrs. Mills (Chairman), Guido, Massaro and Szews and Ms. Avril. During fiscal year 2017, the Audit Committee met seven times, which included, when appropriate, executive sessions consisting only of members of the Audit Committee.

Compensation Committee.    Our Board has a standing Compensation Committee that is responsible for the matters described in the Compensation Committee’s charter, including (i) annually reviewing and approving

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corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, (ii) evaluating the performance of the CEO and the other executive officers in light of those goals and objectives and (iii) determining and approving the CEO’s compensation based on this evaluation as well as setting the compensation of the other executive officers following a review with the CEO of the CEO’s evaluation, recommendations and decisions as to the performance and compensation of the other executive officers.

Additional responsibilities of the Compensation Committee are:

The members of the Compensation Committee for fiscal year 2017 were Ms. Raiss (Chairman) and Messrs. Best, Kelson, Smith and Winkler. The Compensation Committee met six times during the fiscal year ended August 31, 2017, which included executive sessions consisting only of members of the Compensation Committee. For a further discussion of the Compensation Committee’s role in executive officer compensation, the role of executive officers in determining or recommending the amount or form of executive compensation and the Compensation Committee’s engagement and use of independent third-party compensation consultants, please see the “Compensation Discussion and Analysis” section of this proxy statement.

Nominating and Corporate Governance Committee.    Our Board has a standing Nominating and Corporate Governance Committee that is responsible for the matters described in the Nominating and Corporate Governance Committee’s charter, including (i) identifying and making recommendations as to individuals qualified to be nominated for election to our Board and Board committees, (ii) monitoring developments in corporate governance matters and overseeing compliance with statutes, rules and regulations relating thereto, including reviewing, assessing and making recommendations to our Board with respect to our corporate governance guidelines, (iii) overseeing the annual self-evaluation of the performance of our Board and management, (iv) overseeing and recommending compensation of non-employee directors, (v) other corporate governance matters, (vi) reviewing and overseeing director orientation and continuing education, (vii) overseeing compliance with regulations regarding certain disclosures to stockholders, (viii) conducting a Nominating and Corporate Governance Committee self-assessment annually and (ix) annually reviewing the charters of each committee of the Board, including the charter of the Nominating and Corporate Governance Committee. For fiscal year 2017, the members of the Nominating and Corporate Governance Committee were Messrs. Best (Chairman), Guido and Kelson and Mses. Avril and Raiss. The Nominating and Corporate Governance Committee met four times during fiscal year 2017, which included, when appropriate, executive sessions consisting only of members of the Nominating and Corporate Governance Committee.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Finance Committee.    Our Board has established a standing Finance Committee that is responsible for the matters described in the Finance Committee’s charter, including reviewing and making recommendations to our Board with respect to (i) potential strategic transactions including mergers, acquisitions, divestitures, joint ventures and other investments and proposed major capital expenditures along with reviewing the performance of the foregoing, (ii) our cash position, capital structure and strategies, financing strategies, debt arrangements and insurance coverage matters, (iii) our dividend policy, stock splits and stock repurchases and debt arrangements, (iv) the issuances, as appropriate, of debt or equity securities and (v) the adequacy of the funding of our funded retirement plans and welfare benefits plans (other than those plans maintained pursuant to a collective agreement that names a joint administrative board as the governing plan fiduciary) in terms of our corporate purposes and objectives. The Finance Committee also conducts annually an evaluation of its own performance and, in light of this, considers changes in the membership, charter or procedures of the committee. During the 2017 fiscal year, the members of the Finance Committee were Messrs. Winkler (Chairman), Massaro, Mills, Smith and Szews. The Finance Committee met seven times during fiscal year 2017, which included, when appropriate, executive sessions consisting only of members of the Finance Committee.

Selection of Nominees for Election to Our Board.    The Nominating and Corporate Governance Committee has established a process for identifying and evaluating nominees for directors. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of stockholders. Director candidates must also have an inquisitive and objective perspective, practical wisdom and mature judgment. In addition to considering these qualifications, the Nominating and Corporate Governance Committee will consider such relevant factors as it deems appropriate, including the current composition of our Board, the evaluations of other prospective nominees, and the need for any required expertise on our Board or one of its committees. The Nominating and Corporate Governance Committee also contemplates multiple dynamics that promote and advance diversity among the members of our Board. Our Board currently includes three women and one African American. Although the Nominating and Corporate Governance Committee does not have a formal diversity policy, the Nominating and Corporate Governance Committee considers a number of factors regarding diversity of personal and professional backgrounds (both domestic and international), national origins, specialized skills and acumen, racial and gender diversity, and breadth of experience in industry, manufacturing, financing transactions and business combinations. Dedication of sufficient time, energy and attention to ensure diligent and effective performance of their duties is expected of directors. Directors may not serve on the board of directors of more than five other publicly traded companies. Directors should be committed to serve on our Board for an extended period of time, if elected by stockholders. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director. In order for the Nominating and Corporate Governance Committee to consider persons recommended by stockholders for inclusion as nominees for election to our Board, stockholders should submit the names, biographical data and qualifications of such persons in writing in a timely manner addressed to the attention of the Nominating and Corporate Governance Committee and delivered to the Corporate Secretary of Commercial Metals Company at P.O. Box 1046, Dallas, Texas 75221. A stockholder wishing to formally nominate a director for election at a stockholder meeting must comply with the provisions in the Company’s third amended and restated bylaws addressing stockholder nominations of directors.

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CORPORATE GOVERNANCE; BOARD AND COMMITTEE MATTERS

Compensation Committee Report

The Compensation Committee of our Board has reviewed and discussed the following section of this proxy statement entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee has recommended to our Board that this Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017.

Sarah E. Raiss (Chairman)

Rhys J. Best

Richard B. Kelson

J. David Smith

Joseph C. Winkler

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

In order to compete effectively in the steel and metal products industry, it is critical that we attract and retain leaders who can best position the Company to deliver financial and operational results for the benefit of our stockholders. Our executive compensation program, which is administered by the Compensation Committee of our Board (the “Committee”), is critical in achieving this objective.

For fiscal year 2017, the Company’s net earnings were $46.3 million, or $0.39 per diluted share, on net sales of $4.6 billion. This compares to the Company’s net earnings of $54.8 million, or $0.47 per diluted share, on net sales of $4.2 billion for fiscal year 2016. Additionally, during fiscal year 2017, the Company took action to reallocate capital to its core manufacturing operations and improve its financial profile. During the fourth quarter of fiscal year 2017, the Company refinanced its notes due in 2017 and 2018, resulting in a reduction of the Company’s long-term debt by approximately $240 million since May 31, 2017. The refinancing activities have strengthened the Company’s balance sheet to provide lower debt service cost and extend the Company’s debt maturity profile. In June 2017, the Company announced its plan to exit its International Marketing and Distribution segment to focus the Company’s resources on the long product markets in the U.S. and Poland. In furtherance of that plan, the Company completed the sale of its CMC Cometals division on August 31, 2017, for approximately $171 million. The Company continues to see strong demand in Poland, as evidenced by a 10% year-over-year increase in both average sales price and shipments, and looks forward to the commissioning of its new EAF micro mill in Durant, Oklahoma, which is scheduled to occur in the Company’s second fiscal quarter of 2018.

Pay-for-Performance Philosophy.    The Committee designs compensation programs to align the actions of our NEOs with the long-term interests of our stockholders based on the fundamental philosophy to pay for performance. As illustrated below, for fiscal year 2017 approximately 86% of the targeted annual compensation for the CEO and, on average, 76% of the targeted annual compensation for the other NEOs was variable or “at risk” and tied to the Company’s performance:

CEO Only		All Other NEOs

In determining the bonus opportunities under the Company’s Annual Cash Incentive Bonus (as defined on page 33), the Committee reduced the bonus pool for achieving business plan financials in recognition that the fiscal year 2017 financial goals were below the Company’s 2016 performance due to industry and market conditions, projected general economic conditions and the Company’s forecasted performance levels. This reduction was achieved by reducing the Financial Performance Bonus Pool (as defined below) by 25% when overall Company financial targets for 2017 were met. The Committee further determined that the bonus pool would be returned to 100% of target when a stretch financial goal was met. The Operational Performance Bonus Pool (as defined below) was not subject to a reduction. The 2017 performance goals were based on (i) 80% overall Company and business unit financial performance (the “Financial Performance Bonus Pool”) and (ii) 20% Company-wide operational performance objectives (the “Operational Performance Bonus Pool”). Based on our performance during 2017 and, in the case of our long-term incentive awards, during the 2015-2017 performance period, payouts under our Annual Cash Incentive Bonus and long-term incentive awards were as follows:

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COMPENSATION DISCUSSION AND ANALYSIS

Corporate Governance Highlights Regarding Executive Compensation.    The Committee, with the assistance of its independent compensation consultant, engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and serves the long-term interests of our stockholders. Following are highlights of the Company’s corporate governance framework, which the Committee believes reinforces our pay-for-performance philosophy:

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COMPENSATION DISCUSSION AND ANALYSIS

As noted above, in its compensation review process, the Committee considers whether the Company’s executive compensation and benefits program serves the long-term interests of the Company’s stockholders. In that respect, as part of its on-going review of the Company’s executive compensation program, the Committee considered the approval by more than 94% of the votes cast for the Company’s “say-on-pay” vote at the Company’s 2017 annual meeting. Based in part on such vote, the Committee determined that the Company’s executive compensation objectives and compensation elements continued to be appropriate and did not make changes to the Company’s executive compensation program in response to such “say-on-pay” vote.

Management Transition.    During fiscal year 2017, the Company promoted Barbara R. Smith to the role of President and Chief Operating Officer of the Company and Tracy L. Porter to Executive Vice President – CMC Operations. In connection with their promotions, each received an increase in base salary (representing 14.3% for Ms. Smith and 2.6% for Mr. Porter), and Ms. Smith received a supplemental fiscal year 2017 equity award in the form of restricted stock units and performance-based restricted stock units. In addition, Mr. Alvarado retired as CEO effective August 31, 2017. In connection with Mr. Alvarado’s retirement, Mr. Alvarado entered into a retirement agreement, as described on pages 38 through 40.

Executive Compensation Participants

The Company’s executive compensation program applies to senior executives and senior managers; however, per the SEC executive compensation disclosure rules, this CD&A focuses on the compensation paid or awarded to the five NEOs included in the Fiscal Year 2017 Summary Compensation Table on page 43.

For fiscal year 2017, the NEOs were:

Compensation Objectives and Principles

The Committee oversees the compensation and benefit programs of our executives. The Committee is responsible for establishing an executive compensation program that supports the successful recruitment, development and retention of the executive talent and leadership required to achieve our business objectives. The Committee is made up entirely of independent directors, consistent with the current listing standards of the NYSE.

The Committee believes that it is in the best interests of stockholders for us to establish and maintain a competitive executive compensation program. For fiscal year 2017, our base salary philosophy consisted of maintaining competitive base salaries which were targeted at approximately the 50^th percentile of competitive market data, as discussed below. A significant portion of potential executive compensation is based upon our financial and operational performance, which we believe aligns executive performance goals with those of our stockholders. We will pay higher compensation when financial goals are exceeded than when such goals are not met, taking into consideration individual ability to influence results and overall economic and market conditions.

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COMPENSATION DISCUSSION AND ANALYSIS

The Committee has approved an executive compensation program that it believes:

Within the objectives listed above, the Committee generally believes that it is in the interests of the Company and its stockholders that the “variable” compensation performance metrics should be:

In addition, the Committee believes that a portion of our executive compensation program must remain discretionary. Discretionary compensation allows the Committee (i) to evaluate and reward executive performance in areas not measured under the terms of our incentive programs, such as safety, leadership, succession planning and execution of Company initiatives, (ii) to perform a qualitative assessment of the business and competitive conditions in which we operate and (iii) to consider issues of internal pay equity and external market review.

Determination of Total Compensation

Independent Compensation Advisor

The Committee engages an independent compensation consultant to assist it in an ongoing review of the Company’s executive compensation program. The review includes an analysis of market compensation practices and developments, external regulatory requirements, the competitive market for executive talent, the evolving culture and demands of the business, our compensation philosophy and the features of our compensation program and an annual risk assessment of our compensation program.

Since July 2012, the Committee has engaged Hay Group on an annual basis to consult on executive compensation matters and reviews their engagement and performance annually. All work performed by the independent compensation consultant with regard to our executive compensation program is tasked and overseen directly by the Committee. At the direction of the Committee, our management provides information and analyses to the Committee. As discussed further below, the Company participates in and purchases various compensation surveys and studies that management and the Committee use to analyze executive compensation. The Committee believes that utilizing information from multiple compensation surveys supports an objective and well-rounded view of executive compensation practices.

Hay Group does not provide any other material services to the Company. The Committee has assessed the independence of Hay Group pursuant to the NYSE rules, and the Committee concluded that Hay Group’s work for the Committee did not raise any conflicts of interest.

Role of Management and CEO in Compensation Decisions

We believe in aligning executive and stockholder interests through an executive compensation program designed with input from management in an ongoing dialogue with the Committee and, as appropriate, the Committee’s independent compensation advisor regarding internal, external, cultural, business and motivational challenges and opportunities facing us and our executives. To that end, the executive team analyzes, with assistance from the Committee’s compensation advisor, trends and recommends improvements to the compensation programs. Specifically, Mr. Alvarado, the Chairman of the Board and CEO during fiscal year 2017, reviewed with the Committee his recommendations (without any recommendation as to his own compensation) regarding base

29

COMPENSATION DISCUSSION AND ANALYSIS

salary adjustments, annual bonus and long-term incentive awards for the NEOs. In addition, during fiscal year 2017, the Company’s Vice President and Chief Human Resources Officer, the Company’s General Counsel and Corporate Secretary and the Company’s Director of Total Rewards also periodically attended Committee meetings at the invitation of the Committee. While the Committee receives management’s input with respect to executive compensation, all decisions regarding compensation for the NEOs are made by the Committee. The Committee also meets regularly in executive session (without the attendance of any member of management).

Competitiveness of Our Compensation Program

Our executive compensation program is designed so that base pay and total short- and long-term compensation is competitive with market practices. Market practices, or benchmarks, are based on peer group data and compensation survey data.

Annually, with the assistance of Hay Group, the Committee reviews the compensation peer group for continued appropriateness, considering the comparability of the peer companies in terms of industry focus, size, scope and complexity of operations. The Committee believes that the compensation peer group strongly reflects the Company’s core business segments and operating model.

For fiscal year 2017, the compensation peer group consisted of the companies noted below. The fiscal year 2017 peer group consisted of the same peer group as was used for fiscal year 2016 compensation decisions except that Martin Marietta Materials, Inc. and Silgan Holdings Inc. were added.

As noted above, the Committee also uses compensation survey data in its evaluation of executive pay for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Committee in evaluating fiscal year 2017 compensation levels, the Committee reviewed information from the following surveys: 2016 Equilar Top 25; 2016 US Mercer Executive and 2016 Willis Towers Watson CDB Executive Reports. For purposes of this CD&A, the compensation peer group data and compensation survey data are collectively referred to as “Peer Data.”

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Mix: Components and Objectives of Short- and Long-Term Compensation

In accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, short-term incentives, long-term incentives and employee benefits. Our compensation philosophy places a significant portion of the potential compensation for each NEO “at risk” such that compensation will vary based on performance of the Company or the NEO. “Variable” compensation is a component of compensation for most of our employees, but a higher proportion of our NEOs’ compensation is at risk than that of our general employee population. The following table describes the material elements of compensation and the objectives of each material element:

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COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

We pay an annual base salary to each of our NEOs in order to provide them with a fixed rate of cash compensation that is “non-variable” during the fiscal year. For fiscal year 2017, our base pay target continued to be the 50^th percentile of Peer Data which supports our ability to attract and retain key executive talent. While the Committee generally targets base salary at the 50^th percentile of the Peer Data, actual base salary may be above or below the 50^th percentile based on the Committee’s review of the underlying scope of an NEO’s responsibilities, individual performance and experience, tenure in the executive’s current position or with the Company, internal pay equity and retention concerns. The Committee strives to maintain base salaries at levels that will attract top talent, while linking a significant portion of an executive’s total compensation opportunity to our success.

The salary adjustments for the NEOs in fiscal year 2017 were based on merit increases and, in the case of Ms. Lindsey and Mr. Kirkpatrick, Peer Data. For fiscal 2017, the Committee did not adjust the base salary level for Mr. Alvarado based on a review of the competitive positioning of his base salary. In the case of Ms. Smith, her salary was adjusted at the time of her appointment to President and COO, based on Peer Data and the compensation paid to the Company’s other executive officers.

For fiscal year 2017, the annual base salaries for the Company’s NEOs were adjusted as follows:

Annual Cash Incentive Bonus

At the 2013 annual meeting of stockholders, our stockholders approved the Commercial Metals Company 2013 Cash Incentive Plan (the “2013 Cash Plan”), the purpose of which is to advance the interests of the Company and our stockholders by:

In accordance with the terms of the 2013 Cash Plan, the Committee establishes appropriate performance periods, designates those executives eligible to participate, sets the level of potential awards and determines the financial targets or other performance measures which, if attained, result in payment of awards (the “performance goals”). Management may periodically make recommendations as to these matters, but the Committee makes all decisions with respect to the implementation of the 2013 Cash Plan. In establishing performance goals, the Committee reviews industry and market conditions, the alignment of the goals with our strategy, projected general economic conditions, and both our past and forecasted performance levels.

With respect to fiscal year 2017, in determining the bonus opportunities under the Company’s Annual Cash Incentive Bonus (as defined below), the Committee reduced the bonus pool for achieving fiscal year 2017 business plan financials in recognition that the financial goals were below the Company’s 2016 performance due to industry and market conditions, projected general economic conditions and the Company’s forecasted performance levels. This reduction was achieved by reducing the Financial Performance Bonus Pool by 25% when

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COMPENSATION DISCUSSION AND ANALYSIS

overall Company financial targets for 2017 were met. The Committee further determined that the bonus pool would be returned to 100% of target when a stretch financial goal was met. The Operational Performance Bonus Pool was not subject to a reduction.

The performance period for the annual bonus (the “Annual Cash Incentive Bonus”) is our fiscal year. The fiscal year 2017 Annual Cash Incentive Bonus was designed to focus our executives on short-term return as described below. We believe that these performance goals, in concert, help focus the executives on effectively utilizing our assets, maximizing operational efficiencies and seeking profitable growth opportunities. In addition, under the fiscal year 2017 Annual Cash Incentive Bonus program, no bonus pool would be funded for the NEOs in the event the Company failed to achieve or exceed a 1% ROIC performance goal.

In fiscal year 2013, the base salary targeting was increased from the 40^th percentile to the 50^th percentile of Peer Data. The shift from the 40^th percentile to the 50^th percentile has been made over time with respect to certain of our NEOs. The fiscal 2017 base salary levels for Ms. Lindsey and Messrs. Porter and Kirkpatrick were each below the median of the Peer Data. Because of this competitive positioning, their bonus opportunities for fiscal year 2017 were calculated as if they were paid at the 50^th percentile of the Peer Data (“Incentive Base Pay”) (as indicated in the following table) rather than their actual fiscal year 2017 base salary levels.

The table below sets forth each NEO’s fiscal year 2017 threshold, target and maximum bonus opportunities, expressed as a percentage of Incentive Base Pay.

2017 Annual Cash Incentive Bonus Opportunity

Expressed as a Percentage of Incentive Base Pay for Fiscal Year 2017⁽¹⁾

(1) As noted above, the Financial Performance Bonus Pool was reduced by 25% when the Company’s business plan financial performance was met. The target was aligned with a stretch financial goal.

(2) The bonus target for Ms. Smith was increased from 100% to 115% in connection with her mid-year promotion. The bonus opportunity reported for Ms. Smith reflects her pro-rated bonus opportunity for the year, calculated based on her compensation levels prior to and following her promotion.

The fiscal 2017 performance goals were based on (i) 80% overall Company and business unit financial performance (the “Financial Performance Bonus Pool”) and (ii) 20% Company-wide operational performance objectives (the “Operational Performance Bonus Pool”). The Financial Performance Bonus Pool and Operational Performance Bonus Pool are funded based on the extent to which the underlying performance goals are achieved. However, under the terms of the Annual Cash Incentive Bonus plan, the Committee retains the discretion to reduce the payout levels or to determine that no payouts will occur with respect to a participant in the Annual Cash Incentive Bonus plan. This reduction was achieved by reducing the Financial Performance Bonus Pool by 25% when overall Company fiscal 2017 business plan financial targets were met. The Committee further determined that the bonus pool would be returned to 100% of target when stretch financial goals were met. The Operational Performance Bonus Pool was not subject to a reduction. For all NEOs, the Financial Performance Bonus Pool funding was based entirely on overall Company Net Income and ROIC (each as defined below), with each financial performance goal weighted equally to reflect our focus on balancing profit generation with the capital we spend to generate returns. The operational performance objectives for all participants, including the NEOs (except Mr. Porter), were safety training initiatives and supply chain management, with each operational performance goal weighted equally. Mr. Porter’s operational objectives were safety training, supply chain management and reduction in days of finished goods inventory, with each operational performance goal weighted equally. Based on the attainment of the operational performance goals, the Operational Performance Bonus Pool

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COMPENSATION DISCUSSION AND ANALYSIS

was funded, on average, at 110% of target for Messrs. Alvarado and Kirkpatrick and Mses. Smith and Lindsey, and at 117% of target for Mr. Porter.

With regard to the financial performance goals, the Committee established annual performance targets that were designed to be aligned with the Company’s fiscal year 2017 operating plan which focused leadership on optimizing our operating footprint, generating returns more efficiently and executing on several key strategic initiatives intended to better position us to compete in the future. The financial performance goals established by the Committee were intended to be challenging and reflected our operating plan, economic and market conditions, and forecasts at the time the performance goals were set. In approving the performance goals, the Committee decided to exclude the impact of fluctuations in the Company’s effective tax rate and, instead, the performance targets as well as the measurement of performance against those targets was based on the statutory tax rate applicable to the Company. Pursuant to the terms of the program documents, the corporate Net Income and ROIC goals were adjusted to exclude debt extinguishment costs of $22.6 million, severance of $8.4 million, Cometals Steel impairment of $21.4 million, cumulative translation adjustment of $4.2 million, M&D-related disposition costs of $12.7 million, and acceleration of interest rate swap of ($6.7 million).

The following tables set forth the fiscal year 2017 financial performance goals applicable to each NEO. Payouts for performance in between performance levels are determined using straight line interpolation.

Messrs. Alvarado’s, Porter’s and Kirkpatrick’s and Mses. Lindsey’s and Smith’s 2017 Annual Cash Incentive Bonus Performance Goals

Based on the Company and business unit financial performance and the attainment of the operational goals, each as described above, the NEOs holding Company-wide positions received a payout of, on average, 107.9% of their respective target award opportunities; accordingly, Messrs. Alvarado and Kirkpatrick and Mses. Smith and Lindsey received Annual Cash Incentive Bonuses of $1,294,440, $347,100, $906,614 and $403,200, respectively. Mr. Porter received a payout of 109.1% of his target award opportunity. Accordingly, for fiscal year 2017, Mr. Porter received Annual Cash Incentive Bonus of $604,100. Payouts over 100% were driven by strong results in the Company’s financial and operational performance objectives. The Annual Cash Incentive Bonus received by each of the NEOs is included in the “Non-Equity Performance Incentive Plan Compensation” column in the Fiscal Year 2017 Summary Compensation Table.

Additional Cash Bonuses

In addition to the Annual Cash Incentive Bonus, the Committee may, in its discretion, approve additional cash awards to employees, including the NEOs (the “Additional Cash Bonus”). Any Additional Cash Bonus is calculated solely at the discretion of the Committee. At the end of each fiscal year the Committee determines whether any such awards are deemed warranted and, if so, in what amount. Each such cash award is based on the Committee’s evaluation of the individual’s overall job performance, including (i) progress toward non-financial or objective goals, (ii) a qualitative assessment of the business and competitive conditions in which we operate and

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COMPENSATION DISCUSSION AND ANALYSIS

(iii) issues of internal pay equity and external market review. In the past, as was the case for fiscal year 2017, the Committee has used the Additional Cash Bonus element of the compensation program to reward expanded responsibilities or contributions to special Company initiatives.

After reviewing the Company and individual performance for fiscal year 2017 in conjunction with the input of Hay Group, the Committee determined that it was appropriate to award Additional Cash Bonuses to Messrs. Porter and Kirkpatrick and Ms. Lindsey, as follows:

Long-Term Incentive Program

Through our long-term incentive program, we provide senior executives, including participating NEOs, the opportunity for equity awards contingent on the attainment of multi-year performance goals. Acting in concert, the Annual Cash Incentive Bonus, the Additional Cash Bonus and the long-term incentive programs provide balanced cash incentives and equity incentives that we believe reward executive focus on delivering both financial results and long-term growth. The target long-term incentive awards are designed to achieve, when combined with base salary and the target Annual Cash Incentive Bonus, total compensation at approximately the 50^th percentile of Peer Data and, when achieving maximum performance, to reach total compensation at the upper quartile of Peer Data.

Fiscal Year 2017 – Fiscal Year 2019 Long-Term Incentive Program

In fiscal year 2017, the Committee approved the 2017 – 2019 long-term incentive program with the long-term incentive awards to be delivered one-half in the form of time-vested restricted stock units (“RSUs”) and one-half in the form of performance-vested stock units (“PSUs”). In connection with the mid-year promotion of Ms. Smith, the Committee approved a supplemental grant equal to the difference between her existing long-term incentive target and the new target associated with her promotion, delivered in the same form as the 2017-2019 long-term incentive grants (the “Promotion Grant”). The fiscal year 2017 RSU awards vest ratably over a three-year period and will be settled in shares of Company common stock. The fiscal year 2017 PSU awards vest at the end of a three-year performance period (September 1, 2016-August 31, 2019) and will be settled in shares of Company common stock, except that the Promotion Grant has a performance period from January 1, 2017 through August 31, 2019.

The Committee, with input from management and Hay Group, selected net earnings before interest (including accounts receivable securitization program expenses), taxes, depreciation, amortization and the impairment of depreciable and other intangible assets such as goodwill (“EBITDA”), return on invested capital (“ROIC”) and relative total stockholder return (“TSR”) as the performance measures for the vesting of the PSUs. The Committee, with input from management and Hay Group, selected EBITDA and ROIC as absolute performance measures intended to reflect the Company’s profitable growth and selected TSR as a relative measure of the Company’s performance against the TSR peer group. The Committee believes that such metrics are aligned with the Company’s long-term business plan and long-term stockholders’ interests.

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COMPENSATION DISCUSSION AND ANALYSIS

The PSU awards are measured over the performance period with 75% of the award vesting based on the achievement of EBITDA over the three-year performance period and positive ROIC. In each year of the performance period, an EBITDA goal is set by the Committee based on the business plan as approved by our Board and performance is measured on a cumulative basis as compared to the target levels set by the Committee for each of the three years in the performance period. If a positive ROIC is not attained, then under the terms of the award agreements, none of the PSU awards subject to the EBITDA metric will vest regardless of the EBITDA performance achieved. The payout formula is intended to encourage strong, focused performance with each performance level representing what the Committee deemed to be stretch, but attainable performance goals given the economic and market conditions at the time the goals were set. The EBITDA target for fiscal year 2017 was $290.2 million, and the Company achieved $297.8 million. The EBITDA target for January 1, 2017 through August 31, 2017 for the Promotion Grant was $191.2 million, and the Company achieved $216.4 million. The following table sets forth the vesting percentage and payout levels for the portion of the PSU awards that vest based on fiscal year 2017-2019 EBITDA performance.

2017-2019 EBITDA Performance vs. Target

The remaining 25% of the PSU awards vest based on the Company’s relative TSR performance compared to a peer group of companies. For purposes of measuring TSR performance, the companies listed below represent the TSR peer group. This is the same peer group that was used for the PSU grant that occurred in fiscal 2016. For PSU grants occurring in fiscal years 2015, 2016, and 2017, Alcoa Inc. was removed from the TSR peer group due to its spin-off in 2017.

The companies included in the 2017-2019 TSR peer group were chosen by the Committee based on recommendations from Hay Group, with management input, because each of the peer group companies was viewed as sharing similar business characteristics, challenges and strategic direction with the Company, and the stock price of the peer group companies over time generally responds to the market in a manner similar to the Company’s common stock. Our TSR peer group is broader than our compensation peer group listed on page 30 as it is focused more on our comparators for investor capital, and is less bound by the revenue size, which is a driver of pay levels in the compensation peer group. The two peer groups also serve different purposes in our executive pay program. The TSR peer group governs the vesting of our PSU program, while the compensation peer group is used for a market review of competitive compensation levels for our NEOs.

The following table sets forth the vesting percentage and payout levels for the portion of the PSU award that vests based on relative TSR performance.

36

COMPENSATION DISCUSSION AND ANALYSIS

The following table sets forth the long-term incentive award opportunities, expressed as a percentage of base salary, under the fiscal year 2017-2019 long-term incentive program. The target award opportunities were determined based on Peer Data and the Company’s historical compensation practices. The target opportunities for Ms. Smith and Mr. Porter were increased in connection with their respective promotions based on Peer Data and the Company’s historical compensation practices, while Messrs. Alvarado’s and Kirkpatrick’s and Ms. Lindsey’s target opportunities were increased based on Peer Data.

Fiscal Year 2017 through 2019 Long-Term Incentive Opportunity

Expressed as a Percentage of Base Salary for FY2017

The following table sets forth the aggregate long-term incentive target award, expressed as a percentage of base salary, to be delivered in the form of RSUs and PSUs.

Fiscal Year 2017 through 2019 Long-Term Incentive Awards

Expressed as a Percentage of Base Salary at Beginning of Performance Period

Prior Years’ Outstanding Long-Term Incentive Programs

During fiscal year 2017, the Company had three outstanding long-term incentive programs. For the fiscal year 2016-2018 and 2017-2019 performance periods, the PSUs will be settled based on the Company’s EBITDA, ROIC and TSR performance following the conclusion of the performance period. For the PSUs granted on October 27, 2014 to all of the then-serving NEOs, the awards were settled based on the Company’s achievement of EBITDA, ROIC and TSR performance during the 2015-2017 performance period as follows:

Other Elements of Compensation

As described below, we also provide retirement benefits and health and other welfare benefits to our NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS

Retirement and Non-qualified Deferred Compensation Programs

Retirement Plan:    The primary tax qualified long-term compensation retirement plan we have for our employees in the United States is the Commercial Metals Companies Retirement Plan (the “401(k) Plan”). The 401(k) Plan is a defined contribution plan and all Company contributions to the plan are discretionary. The amounts contributed to the 401(k) Plan on behalf of each of the NEOs are listed in the Summary Compensation Table on page 43.

Benefit Restoration Plan:    As a result of limitations mandated by federal tax law and regulations that limit defined contribution plan retirement benefits of more highly compensated employees, the Company provides the Benefit Restoration Plan (“BRP”), a non-qualified plan for certain executives, including each of the NEOs, designated by the Committee, who are subject to federally mandated benefit limits in the 401(k) Plan. Following each calendar year-end, we credit to the participant’s account under the BRP a dollar amount equal to the amount of Company contributions that the participant would have received under the 401(k) Plan but for the limits imposed by law on Company contributions to that plan. A BRP participant may also elect to defer up to fifty percent (50%) of his or her base salary and Annual Cash Incentive Bonus into his or her BRP account. The Committee believes that the BRP is an important element of our long-term compensation program because it helps attract and retain talent in a competitive market. The amounts contributed to the BRP on behalf of each of the participating NEOs are listed in the Summary Compensation Table on page 43.

Perquisites

We provide car allowances to NEOs. In addition, during fiscal year 2017, the Company made annual physicals and certain financial planning services available to the Company’s senior leadership, including all of the NEOs. Please see footnote 4 in the Fiscal Year 2017 Summary Compensation Table beginning on page 43 for more detailed information. We do not own or provide to the NEOs corporate aircraft, security services, an executive dining room or similar perquisites.

Health and Other Welfare Benefits

Our NEOs, along with all other employees, are eligible to participate in medical, dental, vision, life, accidental death and disability, short and long-term disability, and other employee benefits generally made available to employees. In addition, the Company offers a supplemental long-term disability program for executives, including the NEOs, which is intended to replicate the coverage available to non-executive employees.

Termination, Severance and Change in Control Benefits

As of August 31, 2017, the employment agreements with each of our NEOs (other than Ms. Lindsey and Mr. Kirkpatrick, who do not have an employment agreement) provide severance benefits upon a qualifying termination of employment. In addition, we have entered into Executive Employment Continuity Agreements (“EECAs”) with each of the NEOs, which provide for enhanced severance benefits in the event of a qualifying termination of employment within two years following a Change in Control (as defined in such agreements). The termination provisions included in the employment agreements and EECAs are further described below in the “Potential Payments and Benefits Upon Termination or Change in Control” section. The Committee believes the payments provided for under the employment agreements and EECAs upon a qualifying termination of employment to be reasonable in light of the non-competition obligations imposed upon the NEOs post-termination and in order to ensure that we have the continued attention and dedication of the executives during circumstances that could result in a Change in Control.

In addition to the EECAs, our existing equity incentive plans also provide for accelerated vesting of stock-based awards regardless of whether a termination occurs as a result of a Change in Control, as defined by such plans. Further, the 2013 Cash Plan provides that in the event of a Change in Control, the Committee has discretion to take action to determine the extent to which incentive compensation is considered earned and payable during any performance period, consistent with the requirements of Section 162(m) of the Internal Revenue Code, as amended (the “Code”).

Retirement of Mr. Alvarado

In connection with Mr. Alvarado’s departure from the Company, Mr. Alvarado and the Company entered into a retirement agreement on August 31, 2017. The Committee had three primary objectives in entering into the retirement agreement.

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COMPENSATION DISCUSSION AND ANALYSIS

Each of these objectives was achieved through the equity-related components.

Under the retirement agreement, Mr. Alvarado agreed to comply with certain non-competition and non-solicitation obligations from his separation date through the periods ending February 28, 2019 and August 31, 2019, respectively. In consideration for Mr. Alvarado’s release and waiver of claims and agreement to comply with the non-competition and non-solicitation obligations referenced in the retirement agreement, the Company agreed, among other things, to provide Mr. Alvarado: (i) a lump sum payment in the gross amount of $326,923, which is equivalent to the annual base salary that Mr. Alvarado would have received for services through December 31, 2017; (ii) Mr. Alvarado’s fiscal year 2017 annual performance bonus based on the formulaic calculation under the Company’s fiscal year 2017 Annual Cash Incentive Bonus program, as approved by the Committee; and (iii) a grant of RSUs (“Retirement RSU Grant”) pursuant to the terms of the Company’s 2013 Long-Term Equity Incentive Plan with respect to shares of Company common stock having a Fair Market Value (as defined in the Plan) of $4,750,000, which shall become vested and settled on the third anniversary of their grant date, provided that Mr. Alvarado satisfies his obligations under the retirement agreement in all material respects. The Committee believes the three year time-based vesting of the Retirement RSU Grant aligns Mr. Alvarado’s interests with the long-term interests of the Company’s stockholders and is a longer vesting period than typically provided for in equity-based retirement grants. Also in consideration of Mr. Alvarado’s release and waiver of claims and agreement to comply with the obligations referenced in the retirement agreement, the equity awards held by Mr. Alvarado became vested and payable as follows: (A) 295,157 outstanding time-vested RSUs granted on October 27, 2014, October 26, 2015 and October 24, 2016 became fully vested on August 31, 2017 and the related shares of Company common stock will be issued to Mr. Alvarado on March 1, 2018 and (B) 263,773 PSUs, which is a prorated portion of the 447,596 outstanding PSUs granted on October 27, 2014, October 26, 2015 and October 24, 2016, became vested on August 31, 2017, determined by calculating the number of PSUs that are earned based solely on the Company’s performance through August 31, 2017, as certified by the Committee, and multiplying the number of such earned PSUs by a ratio, the numerator of which is the number days in the applicable performance period prior to and including August 31, 2017 and the denominator of which is the total number of days in the applicable performance period. The following are the results certified by the Committee for the October 26, 2015 and October 24, 2016 awards:

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COMPENSATION DISCUSSION AND ANALYSIS

Over 80.3% of Mr. Alvarado’s total fiscal year 2017 compensation consisted of the following equity-related components. Each of these components aligns with a specific goal of the Committee in connection with Mr. Alvarado’s tenure as CEO and his retirement agreement as described above.

In accordance with the executive compensation disclosure rules of the SEC, the Company was required to report fiscal year 2017 compensation for Mr. Alvarado resulting from the modification of his historical RSU awards to permit their acceleration. The Company was required to report this fiscal year 2017 compensation notwithstanding the fact that the Company previously reported the grant date fair value of these awards in the Summary Compensation Table in 2015, 2016 and 2017. As a result, Mr. Alvarado’s reported compensation for fiscal year 2017 in the Summary Compensation Table is $3,088,988 higher than the determined value awarded to Mr. Alvarado in 2017 by the Committee. The following table shows the amount of Mr. Alvarado’s compensation reported in the Summary Compensation Table for fiscal year 2017 as compared to the amount determined by the Committee.

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COMPENSATION DISCUSSION AND ANALYSIS

Deductibility of Executive Compensation

Section 162(m) of the Code limits the amount of compensation paid to our CEO and our other three most highly compensated executive officers, other than our CFO, that may be deducted by us for federal income tax purposes in any fiscal year to $1,000,000. “Performance-based” compensation that has been approved by our stockholders and otherwise satisfies the performance-based requirements under Section 162(m) of the Code is not subject to the Code’s $1,000,000 deduction limit. While the Committee believes that it is beneficial for compensation paid to our NEOs to be tax deductible under the Code, the Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards of Section 162(m) when necessary or appropriate (as determined by the Committee in its sole discretion) to enable the Company to continue to attract, retain, reward and motivate its highly-qualified executives.

Compensation Risk Assessment – NEOs

The Company’s compensation policies are structured to discourage inappropriate risk-taking by our executives. The “Compensation Risk Assessment” section on page 55 describes the Committee’s assessment, which includes, among other things, Hay Group’s annual risk assessment, and the Committee’s belief that our compensation programs do not encourage excessive risk-taking and thus do not create risks that are reasonably likely to have a material adverse effect on the Company.

Stock Ownership Policy and Policy Regarding Hedging and Pledging of Company Stock

Our Board has implemented stock ownership guidelines for directors, executive officers and certain other senior level employees. Our Board believes that minimum ownership guidelines serve to further align the interests of those covered by the guidelines with our stockholders. Individuals who are hired or promoted into positions covered by the guidelines, or who are elected to serve on our Board, have five years following their hire or promotion date to attain the minimum ownership level applicable to their positions, except that individuals in a covered position as of October 28, 2014 have five years from October 28, 2014 to attain the applicable minimum ownership level. The guidelines require ownership of Company common stock with a value of the greater of the current fair market value or the closing price per share on the date on which the shares were acquired, of not less than the following amounts, as determined on October 31^st of each year:

Unvested time-vested restricted stock, unvested time-vested RSUs and vested stock options are included when determining the amount of stock ownership, with each share of unvested time-vested restricted stock and each share subject to unvested time-vested RSUs and vested options counting as one share of Company common stock for each share of Company common stock subject to such RSUs and options. Stock appreciation rights, whether or not vested, unearned PSUs and unvested stock options do not count for purposes of determining compliance with the stock ownership guidelines. In addition, unvested restricted stock and RSUs that are subject to conditions other than time vesting do not count for the purpose of determining stock ownership levels. All persons subject to the guidelines must retain the shares of Company common stock they acquire upon the exercise of any stock options (after payment of the exercise price and taxes) and 50% of the shares of Company common stock issued upon the vesting of any of their restricted stock or RSUs (after payment of taxes) until achievement of the retention levels.

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COMPENSATION DISCUSSION AND ANALYSIS

As of November 20, 2017, all directors and NEOs have met or, within the applicable period, are expected to meet the stock ownership guidelines.

The Company’s “insider trading” policy prohibits all employees from buying or selling Company securities while aware of material nonpublic information, and prohibits the disclosure of material nonpublic information to others who then trade in our securities. The policy is available on our website, www.cmc.com, in the Corporate Governance section. As part of this policy, certain other Company securities related transactions by directors, officers and employees are also prohibited or subject to specific notice and pre-approval requirements. The policy is premised on the belief that even in those circumstances where the proposed transaction may not constitute a violation of law or applicable regulations, it is nonetheless considered inappropriate for any director, officer or other employee of ours to engage in short-term or speculative transactions in our securities which may be viewed as reducing their incentive to improve our performance or inconsistent with the objectives of our stockholders in general. Therefore, it is our policy that directors, officers and other employees may not engage in any transactions involving our securities which constitute short sales, puts, calls or other similar derivative securities. The policy prohibits certain other transactions including hedging or monetization transactions, such as zero-cost collars, forward sale contracts and arrangements pledging Company securities as collateral for a loan (without adequate assurance of other available assets to satisfy the loan). Prior to entering into such transactions, the policy requires notice to, review of the facts and circumstances by, and the pre-approval of, our General Counsel.

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EXECUTIVE COMPENSATION

The following tables, footnotes and narratives, found on pages 43 through 55, provide information regarding the compensation, benefits and equity holdings in the Company for the NEOs.

Fiscal Year 2017 Summary Compensation Table

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EXECUTIVE COMPENSATION

Grants of Plan Based Awards

The following table and footnotes provide information regarding grants of plan based awards to NEOs in fiscal year 2017.

Grants of Plan Based Awards in Fiscal Year 2017

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EXECUTIVE COMPENSATION

Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table

We have entered into employment agreements with each of our NEOs, except Ms. Lindsey and Mr. Kirkpatrick. The initial term of each agreement generally expires on the last day of the fiscal year following the two year anniversary of the effective date of the employment agreement, with automatic one-year renewals thereafter unless terminated by either party. The employment agreements set forth a minimum annual base salary and provide that each executive is eligible to earn a bonus under our compensation program but has no guaranteed bonus amount. Each executive is also eligible to participate in or receive benefits under any plan or arrangement made generally available to our employees. Please see the narrative and tables included in the “Potential Payments and Benefits Upon Termination or Change in Control” section on pages 48 through 54 for a description of the compensation that would be paid to the NEOs in the event of their termination following a Change in Control, as well as other events resulting in termination of employment.

Material terms of the grants of plan based awards are described on pages 32 through 35 where we have discussed the Annual Cash Incentive Bonus and pages 35 through 37 where we have discussed the long-term incentive awards. The fiscal year 2017 long-term incentive awards consisted of time-based RSUs and PSUs, with 75% of the PSUs vesting based on the Company’s achievement of financial performance goals related to EBITDA and ROIC and 25% of the PSUs vesting based on the Company’s relative TSR performance compared to the TSR peer group. The percentage of salary and bonus of each of the NEOs as compared to the total compensation in the Fiscal Year 2017 Summary Compensation Table is as follows: Mr. Alvarado (15%), Ms. Smith (35%), Ms. Lindsey (48%), Mr. Porter (47%) and Mr. Kirkpatrick (48%).

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EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following table and footnotes provide information regarding PSUs and RSUs as of the end of fiscal year 2017. As of August 31, 2017, none of our NEOs held outstanding options or SARs. The market value of shares that have not vested was determined by multiplying the closing market price of our common stock on August 31, 2017 on the NYSE, $18.89, by the number of shares that have not vested.

Outstanding Equity Awards at 2017 Fiscal Year-End

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EXECUTIVE COMPENSATION

SARs Exercised and Stock Vested

The following table provides information regarding stock vested during fiscal year 2017 for the NEOs. No SARs were exercised by NEOs in fiscal year 2017.

Option/SARs Exercises and Stock Vested in Fiscal Year 2017

Nonqualified Defined Contributions and Other Deferred Compensation Plans

All of the NEOs have previously been designated by the Committee as being eligible to participate in the BRP. Participants can elect to defer W-2 earnings, including annual bonus awards, up to a maximum of 50% of such earnings. Deferrals are matched up to 4.5%, with the matching contributions vesting after two years of service. Annually, BRP participants must elect, prior to the fiscal year in which the compensation to be credited or deferred to the BRP is earned, the time at which they want distributions from the BRP. Amounts may be deferred for a minimum of one year. Distribution election options include commencement upon retirement either in a lump sum or installments or at a set future date either in lump sum or installments even if employment continues with

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EXECUTIVE COMPENSATION

us. In the event of death or disability, the participant or his or her estate will receive a lump sum payment. The payment of amounts deferred by NEOs after December 31, 2004 and that are to be paid after termination of employment, will be delayed for six months following termination of employment in order to comply with Section 409A of the Code.