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): September 14, 2017
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
|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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.|
(d) On September 14, 2017, the Board of Directors of Nucor Corporation (the “Corporation”) elected retired U.S. Army General Lloyd J. Austin III to the Corporation’s Board of Directors, effective September 18, 2017, with a term expiring at the Corporation’s 2018 annual meeting of stockholders. Concurrent with his election as a director, General Austin was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board of Directors. There are no arrangements or understandings between General Austin and any other persons pursuant to which he was selected as a director. There are no transactions involving the Corporation and General Austin that the Corporation would be required to report pursuant to Item 404(a) of Regulation S-K. General Austin has never served as one of the Corporation’s officers or employees.
General Austin will receive compensation in accordance with the Corporation’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2017, as adjusted by the Board of Directors from time to time.
A copy of the news release announcing General Austin’s election 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 September 14, 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: September 14, 2017||By:||/s/ James D. Frias|
|James D. Frias|
|Chief Financial Officer, Treasurer and Executive Vice President|
Nucor Announces the Addition of General Lloyd J. Austin III to the Nucor Board of Directors
CHARLOTTE, N.C., Sept. 14, 2017 /PRNewswire/ -- Nucor Corporation (NYSE: NUE) announced today that its board of directors has elected retired U.S. Army General Lloyd J. Austin III as a director effective September 18, 2017.
General Austin, 64, retired as a four-star general in 2016 after nearly 41 years with the U.S. Army. From March 2013 through March 2016, General Austin served as the commander of U.S. Central Command responsible for military strategy and joint operations throughout the 20-country Central Region that includes Iraq, Syria, Iran, Afghanistan, Pakistan, Yemen, Egypt and Saudi Arabia. Prior to that he served as the 33rd Vice Chief of Staff of the Army from January 2012 to March 2013 and as the Combined Forces Commander in Iraq from September 2010 through the completion of Operation New Dawn in December 2011.
A 1975 graduate of the United States Military Academy at West Point where he earned a bachelor of science degree, General Austin also holds a master's degree in counselor education from Auburn University and a master's degree in business management from Webster University. Over his military career, General Austin was awarded the Silver Star, five Defense Distinguished Service Medals, the Legion of Merit and the Distinguished Graduate Award from the United States Military Academy at West Point, among others.
"We are honored to have General Austin join the Nucor board. He brings a unique and valuable perspective from his years of proven leadership and management during his distinguished military career," said John Ferriola, Nucor's Chairman, Chief Executive Officer and President. "He will be a strong addition to our board of directors and the Nucor team."
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