-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8eDToWCSfVHbBsMPrAO2aLLHeZC+SOngwjS4T+rD3hBggHJzFWhdodTCAlkO2lv miYRk2U8Gqf/Bl8j8fAeXQ== 0000950109-00-001100.txt : 20000324 0000950109-00-001100.hdr.sgml : 20000324 ACCESSION NUMBER: 0000950109-00-001100 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000511 FILED AS OF DATE: 20000323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-04119 FILM NUMBER: 576461 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 DEF 14A 1 NUCOR CORPORATION'S DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Nucor Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- [LOGO OF NUCOR] 2100 Rexford Road Charlotte, North Carolina 28211 Phone 704/366-7000 Fax 704/362-4208 NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 2000 annual meeting of stockholders of Nucor Corporation will be held in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City, at 1:30 p.m. on Thursday, May 11, 2000, to elect three directors for three years (and to conduct such other business as may properly come before the meeting). Stockholders of record at the close of business on March 13, 2000, are entitled to notice of and to vote at the meeting. It is important that you vote. Please sign and promptly return the enclosed proxy card, in the enclosed envelope, to ensure that you will be represented at the meeting. Your prompt attention is requested. By order of the Board of Directors, H. DAVID AYCOCK Chairman, President and Chief Executive Officer March 20, 2000 PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. GENERAL INFORMATION The enclosed proxy is being solicited by the Board of Directors of Nucor for use at the 2000 annual meeting of stockholders to be held on Thursday, May 11, 2000, and any adjournment. The proxy may be revoked by the stockholder by letter to the Secretary of Nucor received before the meeting, or by utilizing a ballot at the meeting. In addition to solicitation by mail, arrangements may be made with third parties, including brokerage firms and other custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor. The total number of outstanding shares of common stock as of February 29, 2000 was 86,360,986. Only stockholders of record at the close of business on March 13, 2000 are entitled to notice of, and to vote at, the meeting. A majority of the outstanding shares constitutes a quorum. In voting on matters other than the election of directors, each stockholder has one vote for each share of stock held. With respect to the election of directors, stockholders have cumulative voting rights, which means that each stockholder has the number of votes equal to the number of shares held times the number of directors to be elected. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. For matters other than the election of directors, abstentions are counted in tabulations of votes cast on proposals presented to stockholders, and have the effect of voting against such proposals; broker non-votes are not counted for purposes of determining whether a proposal has been approved. Directors are elected by plurality vote; thus, any shares not voted (abstention, broker non-vote or otherwise) have no effect. Unless otherwise specified, matters other than the election of directors require the vote of a majority of the shares represented at the meeting. The shares represented by the enclosed proxy will be voted if the proxy is properly signed and received prior to the meeting, and is not revoked by the stockholder, and will give to the persons appointed as proxies the discretionary authority to cumulate votes. At December 31, 1999, FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 9,443,553 shares (10.84%); State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 7,073,276 shares (8.12%); and Barclays Global Investors, N.A. and related entities beneficially owned, with voting and investment power, 4,521,292 shares (5.19%). The 1999 annual report of Nucor, including financial statements, is being mailed to all stockholders of record together with this proxy statement. Any stockholder proposal intended to be included in Nucor's proxy statement for its 2001 annual meeting of stockholders must be received by Nucor not later than November 20, 2000. 1 ELECTION OF DIRECTORS Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the election of directors. Nucor's Board of Directors is divided into three classes. The terms of three directors, H. David Aycock, Harvey B. Gantt and Samuel Siegel, expire in 2000, and therefore three places on Nucor's Board are to be filled at the 2000 annual meeting of stockholders. It is intended that votes will be cast pursuant to the enclosed proxy (unless authority is specifically withheld) for re-election of Mr. Aycock, Mr. Gantt and Mr. Siegel as directors for terms expiring in 2003 and until their successors are elected and qualified. They have agreed to continue to serve as directors if elected. If they should become unable to serve, the enclosed proxy will be voted for the election of such other persons, if any, as Nucor's Board of Directors may designate. Nucor's Board of Directors recommends a vote FOR the election of directors. Unless otherwise specified, proxies will be voted FOR the election of directors. The following table sets forth certain information about all of the directors, as of February 29, 2000:
Common stock Principal occupation "beneficially and directorships in owned" (and other Director Term percent of Name (and age) public companies since expires class) (Note) H. David Aycock (69) Chairman of Nucor 1971 2000 630,236 (.73%) (effective January 1, 1999); Former President of Nucor (until 1991); Director, Bowater Incorporated Peter C. Browning President and Chief 1999 2002 560 -- (58) Executive Officer, Sonoco Products Company; Director, Wachovia Corporation and Lowe's Companies, Inc. Harvey B. Gantt (57) Partner, Gantt Huberman 1999 2000 500 -- Architects Victoria F. Haynes President, Research 1999 2002 200 -- (52) Triangle Institute; Director, The Lubrizol Corporation James D. Hlavacek Managing Director, 1996 2001 1,700 -- (56) Market Driven Management Samuel Siegel (69) Vice Chairman of Nucor; 1968 2000 255,242 (.30%) Former Chief Financial Officer of Nucor (from 1965 to 1999) All 24 directors and senior officers as a 1,507,739 (1.75%) group (including those named above)
Note Common stock "beneficially owned" includes (as defined by the rules of the Securities and Exchange Commission), the following shares not owned by the above-named persons, but which they have the right to acquire pursuant to the exercise of stock options: Mr. Aycock, 4,845; Mr. Siegel, 10,162; all directors and senior officers as a group (including those named above), 179,023. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 497,936 (132,300); Mr. Browning, 560 (none); Mr. Gantt, 500 (none); Ms. Haynes, 200 (none); Mr. Hlavacek, 1,700 (none); Mr. Siegel, 205,272 (49,970); all directors and senior officers as a group (including those named above) 1,306,560 (201,179). The Board of Directors of Nucor had seven meetings during 1999. The Board has a standing Audit Committee with the following functions: ratify the selection of the independent auditor; review the overall plan and scope of the annual audit; review annual financial statements; review the results of the annual audit; inquire into important accounting, reporting, control and audit matters; and report and make recommendations to the full Board. The members of the Audit Committee are Mr. Browning, Mr. Gantt, Ms. Haynes and Mr. Hlavacek. The Audit Committee held four meetings during 1999. The Board of Directors does not have a nominating or compensation committee; the Board itself performs these functions. Directors who are not senior officers are paid standard directors' fees of $8,750 quarterly and $1,100 for each meeting attended. 2 The following table sets forth compensation information for the current and former chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1999:
Summary Compensation Table Long-Term Annual Compensation Compensation --------------------- --------------------- Cash Stock Stock Incentive Incentive Options Base Compensation Compensation Granted Name (and age) Principal Position(s) Year Salary (Note) (Note) (shares) H. David Aycock (69) Chairman 1999 $358,082 $286,787 $212,398 4,845 (since January 1, 1999); Chief Executive Officer and President (since June 3, 1999) John D. Correnti (52) Vice Chairman, 1999 159,707 127,909 -- 2,510 President, Chief 1998 355,000 366,124 271,178 5,026 Executive Officer 1997 305,416 474,919 351,763 3,310 (until June 2, 1999) 1996 280,392 409,024 302,940 3,449 1995 242,300 631,537 467,797 2,162 Samuel Siegel (69) Vice Chairman; 1999 282,000 225,853 167,288 3,633 Chief Financial 1998 270,000 278,460 206,259 3,769 Officer, Treasurer 1997 259,325 403,248 298,668 2,837 and Secretary (until 1996 250,350 365,200 270,504 2,955 retirement on 1995 242,300 631,537 467,797 2,433 December 31, 1999) D. Michael Parrish (47) Executive Vice 1999 230,000 184,206 136,428 3,214 President (since 1998 203,452 209,827 155,397 2,513 1998); 1997 181,846 282,769 209,435 1,891 previously Vice 1996 163,085 237,901 176,205 1,970 President 1995 150,445 392,124 290,424 1,622 Joseph A. Rutkowski (45) Executive Vice 1999 230,000 184,206 136,428 3,214 President (since 1998 173,364 178,797 132,432 2,513 1998); 1997 161,021 250,386 185,423 1,891 previously Vice 1996 153,402 223,776 165,750 1,970 President 1995 140,500 366,203 271,230 1,622 Daniel R. DiMicco (49) Executive Vice 1999 214,984 172,180 127,494 2,422 President (since 1998 201,000 207,298 153,538 2,513 1999); 1997 194,835 302,967 224,412 1,891 previously Vice 1996 185,666 270,842 200,583 1,970 President 1995 174,900 455,864 337,666 1,622
Note All of Nucor's employees, except senior officers, participate in various incentive compensation plans which are based on Nucor's profitability and productivity. In addition, all of Nucor's employees, except senior officers, participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes at least 10% of each year's pre-tax earnings. Nucor's senior officers participate only in Nucor's Senior Officers Cash and Stock Incentive Compensation Plans, which are based on Nucor's profitability. Pursuant to the Senior Officers Incentive Plans, a portion (approximately 3.5% for 2000 and 1999) of each year's pre-tax earnings (as defined) in excess of an earnings base ($240,000,000 for 2000 and 1999) is payable to senior officers, partly in cash and partly in stock, as incentive compensation. The cash and stock are allocated for each year to senior officers according to base salary. Since the inception of the Senior Officers Incentive Plans in 1966, the earnings base (below which nothing is payable) has been increased eighteen times, from $500,000 to the present $240,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 34 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1999 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Aycock, none; Mr. Correnti, none; Mr. Siegel, none ; Mr. Parrish, 17,863 ($979,116); Mr. Rutkowski, 14,178 ($777,132); Mr. DiMicco, 17,755 ($973,196). Mr. Siegel served Nucor as a senior officer for more than 34 years, until his retirement on December 31, 1999. He will continue to serve as Nucor's Vice Chairman. Mr. Siegel will receive $260,000 per year as consideration for his agreement not to compete with Nucor for five years. Mr. Correnti received $381,000 upon his resignation as Vice Chairman, President and Chief Executive Officer of Nucor on June 2, 1999. Nucor's President and all five Executive Vice Presidents will receive their base salary as consideration for their agreements not to compete with Nucor for up to three years after cessation of employment. 3 The following tables set forth stock option information for the current and former chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1999: Stock Option Grants in 1999 (Note)
Potential Realizable Value of Stock Options Granted in Stock Options Granted in 1999 1999 -------------------------------------------------- ------------------------- Number Percent of Total 5% Annual 10% Annual of Granted to Exercise Expiration Stock Price Stock Price Name Shares All Employees Price Date Appreciation Appreciation H. David Aycock 2,510 1.2% $43.82 February 28, 2006 $44,776 $104,348 2,335 1.1% 47.10 August 31, 2006 44,772 104,338 John D. Correnti 2,510 1.2% 43.82 February 28, 2006 44,776 104,348 Samuel Siegel 1,882 0.9% 43.82 February 28, 2006 33,573 78,240 1,751 0.8% 47.10 August 31, 2006 33,574 78,243 D. Michael Parrish 1,665 0.8% 43.82 February 28, 2006 29,702 69,219 1,549 0.7% 47.10 August 31, 2006 29,701 69,216 Joseph A. Rutkowski 1,665 0.8% 43.82 February 28, 2006 29,702 69,219 1,549 0.7% 47.10 August 31, 2006 29,701 69,216 Daniel R. DiMicco 1,255 0.6% 43.82 February 28, 2006 22,388 52,174 1,167 0.6% 47.10 August 31, 2006 22,377 52,147
Note 147 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1999, key employees, other than the above-named senior officers, were granted stock options for 189,621 shares (91% of the total stock options granted to all employees), at the same exercise prices and expiration dates as the above- named senior officers. The potential realizable value of stock options granted to these other key employees was $3,508,099 at 5% annual stock price appreciation and $8,175,363 at 10% annual stock price appreciation. Due to his resignation, Mr. Correnti forfeited 2,510 stock options granted in 1999. Due to his retirement, Mr. Siegel forfeited 1,751 stock options granted in 1999. Stock Option Exercises in 1999 and Year-End 1999 Stock Option Data (Note)
"Value" of Unexercised Number of Unexercised In-the-Money Stock Stock Options Options Stock Options Exercised in 1999 at Year-End 1999 at Year-End 1999 -------------------------------- ------------------------- ------------------------- Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable H. David Aycock none none 2,510 2,335 27,591 18,009 John D. Correnti 2,900 $26,622 none none none none Samuel Siegel 2,574 41,283 11,302 1,751 49,145 13,505 D. Michael Parrish none none 9,661 1,549 64,693 11,947 Joseph A. Rutkowski none none 9,661 1,549 64,693 11,947 Daniel R. DiMicco none none 9,251 1,167 60,186 9,000
Note "Value" (as defined by the rules of the Securities and Exchange Commission) is the excess of the market price over the exercise price. During 1999, key employees, other than the above-named senior officers, acquired 45,259 shares on exercise of stock options, with a "value" realized of $596,496. At year-end 1999, these other key employees had 634,581 unexercised stock options, 541,234 of which were exercisable and 93,347 were unexercisable. At year-end 1999, these other key employees had unexercised in-the-money stock options, with a "value" of $3,577,849 for exercisable stock options, and $719,939 for unexercisable stock options. 4 BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION Nucor's senior officers compensation program is significantly oriented towards Nucor's Senior Officers Cash and Stock Incentive Compensation Plans. These Senior Officers Incentive Plans directly link Nucor's performance and the senior officers' compensation. All of Nucor's senior officers, including the chief executive officer, participate in the Senior Officers Incentive Plans. These Senior Officers Incentive Plans began in 1966 and are based solely on Nucor's profitability, with a portion of each year's pre-tax earnings in excess of an earnings base payable to senior officers, partly in cash and partly in stock. The cash and stock are allocated for each year to senior officers according to base salary. Nucor's Board of Directors reviews national surveys of the base salaries and total compensation of chief executive officers and senior officers in manufacturing companies with sales, assets and capital comparable to Nucor. Nucor's Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at a low level compared with the median for comparable positions in such other manufacturing companies. Nucor's Board of Directors then also sets the earnings base for the Senior Officers Incentive Plans (below which nothing is payable), taking into consideration Nucor's growth, profitability and capital. Since the inception of the Senior Officers Incentive Plans in 1966, this earnings base (below which nothing is payable) has been increased eighteen times, from $500,000 to the present $240,000,000. All of Nucor's 147 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plans. Under the Incentive Stock Option Plans, stock options are granted at 100% of the market value on the date of grant. Stock option grants to Nucor's chief executive officer and senior officers are substantially below the median for comparable positions in manufacturing companies with sales, assets and capital comparable to Nucor. The dollar amount of options granted for key employees is established by Nucor's Board of Directors. The Incentive Stock Option Plans provide incentive for all key employees, including the chief executive officer and senior officers, by further identifying their interests with those of Nucor's stockholders, since these key employees benefit only if Nucor's stockholders benefit by increases in Nucor's stock price. Nucor's senior officers do not participate in Nucor's Profit Sharing Plans. Nucor's senior officers do not participate in any pension plan. Nucor has received commendations for its long-term policy (more than 30 years) of linking senior officers compensation to Nucor's performance. Since 1965, Nucor's sales have increased 18,000%; Nucor's net earnings have increased 387,000%; Nucor's stockholders' equity has increased 297,000%; and the total market value of Nucor's common stock has increased 31,000%. Nucor's entire Board of Directors performs the functions of determining senior officers' compensation and rendering this report. Members of the Board who performed these functions for 1999 were: H. David Aycock, Peter C. Browning, Harvey B. Gantt, Victoria F. Haynes, James D. Hlavacek and Samuel Siegel. STOCK PERFORMANCE GRAPH This graphic comparison assumes the investment of $100 in Nucor Common Stock, $100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at year-end 1994. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 39% of the S&P Steel Group Index at year-end 1999 (36% at year-end 1994). Comparison of Five Year Cumulative Return [GRAPH] Measurement Period Nucor S&P 500 S&P Steel Group (year) Corporation Index 1994 100.00 100.00 100.00 1995 103.71 137.58 92.73 1996 93.16 169.17 82.79 1997 88.95 225.60 84.23 1998 80.47 290.08 73.01 1999 103.09 351.12 90.04 5 OTHER MATTERS Nucor's Board of Directors does not intend to present any matters to the meeting other than as set forth above, and knows of no other matter to be brought before the meeting. However, if any other matter comes before the meeting, or any adjournment, it is intended that the persons named in the enclosed proxy will vote such proxy according to their best judgment. Nucor's financial statements are audited by PricewaterhouseCoopers LLP. A representative of that firm will be present at the meeting with an opportunity to make a statement and answer appropriate questions. By order of the Board of Directors, H. DAVID AYCOCK Chairman, President and March 20, 2000 Chief Executive Officer PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 APPENDIX Please sign, date, detach and mail the proxy card below as soon as possible! ---------------------------------- NUCOR Annual Meeting of Stockholders May 11, 2000 - -------------------------------------------------------------------------------- NUCOR PROXY 2100 Rexford Road, Charlotte, North Carolina 28211 Phone (704) 366-7000 Fax (704) 362-4208 Proxy solicited on behalf of Board of Directors of Nucor Corporation for 2000 annual meeting of stockholders, to be held at 1:30 P.M. on Thursday, May 11, 2000, in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City. H. David Aycock and Terry S. Lisenby, or either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 2000 annual meeting of stockholders, and any adjournment, on the following proposal, as set forth in the proxy statement, and upon such other matters as may properly come before the meeting: Elect three directors for three years (Nucor's Board of Directors recommends a vote FOR) --- This proxy will be voted FOR the proposal, unless otherwise indicated. --- PLEASE SIGN AND DATE ON THE OTHER SIDE Please sign, date, detach and mail the proxy card below as soon as possible! --------------------------------- NUCOR Annual Meeting of Stockholders May 11, 2000 Please Detach and Mail in the Envelope Provided - -------------------------------------------------------------------------------- A [X] Please mark your votes as in this example Nucor's Board of Directors recommends that you vote FOR --- VOTE FOR WITHHELD Elect [_] [_] Nominees: as directors H. David Aycock the three Harvey B. Gantt nominees Samuel Siegel (To substitute your vote for any nominee, strike a line through that person's name.) This proxy will be voted FOR the proposal unless otherwise indicated. If you wish to follow the recommendation of Nucor's Board of Directors. It is not necessary to check any of the boxes. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. Signed Dated , 2000 ----------------------------------------------------- --------- (Please sign your name exactly as printed.) -----END PRIVACY-ENHANCED MESSAGE-----