SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 21, 2017
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
|1915 Rexford Road, Charlotte, North Carolina||28211|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (704) 366-7000
(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))|
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
(b) On February 21, 2017, Raymond J. Milchovich, a member of the Board of Directors (the “Board”) of Nucor Corporation (the “Company”) and the Board’s lead director since September 2013, notified the Board that he would not stand for reelection as a director of the Company due to other professional demands on his time. Mr. Milchovich’s decision was not due to any disagreement with the Company. Also on February 21, 2017, the Board unanimously elected John H. Walker lead director of the Board. Mr. Walker has been a member of the Board since 2008.
A copy of the news release announcing Mr. Walker’s election as lead director is furnished as Exhibit 99.1 and incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||News Release of Nucor Corporation issued February 21, 2017|
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.
|Date: February 21, 2017||By:||/s/ James D. Frias|
|James D. Frias|
|Chief Financial Officer, Treasurer and Executive Vice President|
INDEX TO EXHIBITS
|99.1||News Release of Nucor Corporation, issued February 21, 2017|
Nucor Announces John H. Walker to serve as Lead Director of the Nucor Board of Directors
CHARLOTTE, N.C., Feb. 21, 2017 /PRNewswire/ -- Nucor Corporation (NYSE: NUE) announced today that the independent directors of its board of directors have appointed John H. Walker to serve as lead director of the board of directors effective February 22, 2017. Mr. Walker has served as a member of Nucor's board of directors since 2008 and has more than 30 years of experience in metal-related manufacturing and fabricating industries.
"John Walker has extensive experience across metal-related industries, serving in a variety of leadership capacities, and has a deep understanding of Nucor," said John Ferriola, Nucor's Chairman, Chief Executive Officer and President. "I am pleased that our independent directors have selected John to serve in this role and believe that his judgment and broad perspective will serve him well as our lead director."
Raymond J. Milchovich, a member of the board and prior lead director, notified the board of directors on February 21, 2017 that he would not stand for reelection as a director of the Company due to other professional demands on his time.
"While I will miss contributing to a company and a leadership team that I respect and admire, I couldn't be more pleased with Nucor's current direction, leadership and momentum," said Mr. Milchovich. "I believe Nucor's current strategy is sound, thoughtful, and based on a very knowledgeable and savvy analysis of a dynamic industry. John Ferriola is an outstanding Chairman and CEO and John Walker, whom I have known and have worked closely with for almost twenty years, is very knowledgeable, experienced and strategic in his approach. I am extremely pleased that John Walker will be working closely with John Ferriola to lead Nucor to its full potential."
"Ray has been an integral member of our board for several years and, particularly as lead director since 2013, a valued teammate to me in providing leadership to Nucor," said Mr. Ferriola. "I will miss his sound judgment and counsel and remain very appreciative of his many contributions to Nucor over the years."
"Ray Milchovich was an exceptional lead director, promoting good corporate governance, effective communication among directors and critical strategic analysis at the board level," said Mr. Walker. "I am honored to have been selected by the independent directors to serve as lead director, and I am excited to work with John Ferriola, my fellow directors and all Nucor teammates in the years to come."
Mr. Walker has served as Non-Executive Chairman of Global Brass and Copper, Inc. since March 2014, was Executive Chairman of Global Brass and Copper from November 2013 to March 2014 and was Chief Executive Officer from 2007 to March 2014. Prior to joining Global Brass and Copper, Mr. Walker was Chief Executive Officer and President of The Boler Company, Chief Executive Officer, Chief Operating Officer and President of Weirton Steel Corporation and President of Kaiser Aluminum Flat Rolled Products. Mr. Walker was a director of United Continental Holdings, Inc. from 2002 to 2016 and of Delphi Corporation from 2005 through 2009.
Nucor and its affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. Products produced include: carbon and alloy steel -- in bars, beams, sheet and plate; hollow structural section tubing; electrical conduit; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America's largest recycler.
CONTACT: Nucor Executive Offices, +1-704-366-7000, or fax, +1-704-362-4208