Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020   NUCOR CORPORATION (Exact name of Registrant as Specified in Its Charter)   Delaware   1-4119   13-1860817 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)           1915 Rexford Road , Charlotte , NC     28211 (Address of Principal Executive Offices)     (Zip Code) Registrant’s Telephone Number, Including Area Code: (704) 366-7000 Not Applicable (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.40 per share   NUE   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐     Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)    On May 14, 2020, Nucor Corporation (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”). The amendment and restatement of the 2014 Plan was adopted by the Company’s Board of Directors (the “Board”) on February 17, 2020, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2014 Plan, as amended and restated, became effective as of that date. The Company adopted and established the 2014 Plan effective as of January 1, 2014, and the 2014 Plan was subsequently approved by the Company’s stockholders at the 2014 annual meeting of stockholders. The amendment and restatement of the 2014 Plan includes the following changes: (i) authorizes an additional 6 million shares of the Company’s common stock for award under the 2014 Plan, (ii) extends the term of the 2014 Plan from December 31, 2023 to February 16, 2030, (iii) updates the provisions of the 2014 Plan applicable to performance-based awards in response to recent changes to Section 162(m) of the Internal Revenue Code and (iv) imposes an annual limit of $750,000 on the aggregate cash and equity compensation that may be paid to a non-employee director of the Company. The 2014 Plan, as amended and restated, authorizes a variety of types of equity-based awards to key employees (including the principal executive officer, the principal financial officer and other named executive officers) and non-employee directors of the Company, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. The foregoing description of the amendment and restatement of the 2014 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan, as amended and restated, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the amendment and restatement of the 2014 Plan, please refer to the discussion under “Proposal 4” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020 (the “2020 Proxy Statement”). Item 5.07. Submission of Matters to a Vote of Security Holders. (a)    The Annual Meeting was held on May 14, 2020. (b)    At the Annual Meeting, the stockholders elected all eight of the directors nominated by the Board to serve for a term of one year or until their successors are duly elected and qualified. Each director received a greater number of votes cast “for” his or her election than votes “withheld” from his or her election as reflected below. The stockholders also ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. Additionally, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2020 Proxy Statement. The stockholders also approved the amendment and restatement of the 2014 Plan. For more information on the proposals, see the 2020 Proxy Statement. The final voting results for each of the proposals presented at the Annual Meeting are set forth below.   1. Election of directors: Director   Votes For     Votes Withheld     Broker  Non-Votes   Lloyd J. Austin III     231,994,343       3,945,104       32,585,232   Patrick J. Dempsey     232,106,767       3,832,680       32,585,232   Christopher J. Kearney     222,143,051       13,796,396       32,585,232   Laurette T. Koellner     215,036,310       20,903,137       32,585,232   Joseph D. Rupp     218,189,664       17,749,783       32,585,232   Leon J. Topalian     234,259,109       1,680,338       32,585,232   John H. Walker     228,178,060       7,761,387       32,585,232   Nadja Y. West     233,879,607       2,059,840       32,585,232   1   2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020: Votes For   Votes Against   Abstentions 259,910,238   8,340,813   273,628   3. Advisory vote on named executive officer compensation: Votes For   Votes Against   Abstentions   Broker  Non-Votes 150,305,827   84,638,572   995,048   32,585,232   4. Approval of the amendment and restatement of the 2014 Plan: Votes For   Votes Against   Abstentions   Broker  Non-Votes 226,319,403   8,629,317   990,727   32,585,232 Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   10.1     2014 Omnibus Incentive Compensation Plan, as amended and restated effective February  17, 2020 (#)             104     Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101) (#) Indicates a management contract or compensatory plan or arrangement. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     NUCOR CORPORATION               Date: May 18, 2020     By:   /s/ James D. Frias       James D. Frias       Chief Financial Officer, Treasurer and Executive Vice President 3