-----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, L7d9D+IAEEdcLJEVSvIj9QdpDVU5O+UJ7w6usulvqvW7dGOHDKqhtztYGG8BaDj9 rHX7PvMxKGz0lPDPOhiMzA== 0000950168-96-000538.txt : 19960401 0000950168-96-000538.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950168-96-000538 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960509 FILED AS OF DATE: 19960329 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 96541142 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 PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( ) Filed by the Registrant ( ) 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-b(e)(2)) (X ) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or (section mark)240.14a-12 NUCOR CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement If Other Than Registrant) PAYMENT OF FILING FEE (Check the appropriate box): (X ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). ( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: * 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: (Set forth the amount on which the filing fee is calculated and state how it was determined) ( ) Fee previously paid with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. 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: nucor corporation 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1996 annual meeting of stockholders of Nucor Corporation will be held in Room C on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 9, 1996, to elect two directors for three years and until their successors are elected and qualified (and to conduct such other business as may properly come before the meeting). Stockholders of record at the close of business on March 11, 1996, 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, WHICH REQUIRES NO POSTAGE, TO INSURE THAT YOU WILL BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION IS REQUESTED. By order of the Board of Directors, SAMUEL SIEGEL Vice Chairman and Chief Financial Officer, March 22, 1996 Treasurer and Secretary 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 Corporation for use at the 1996 annual meeting of stockholders to be held on Thursday, May 9, 1996, 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, 1996 was 87,640,573. Only stockholders of record at the close of business on March 11, 1996 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 February 29, 1996, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power 7,421,700 shares (8.47%); and FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 5,184,040 shares (5.92%); of the outstanding common stock of Nucor. The 1995 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 1997 annual meeting of stockholders must be received by Nucor not later than November 22, 1996. 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 two directors, F. Kenneth Iverson and James W. Cunningham, expire in 1996, and therefore two places on Nucor's Board are to be filled at the 1996 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. Iverson and Mr. Cunningham as directors for terms expiring in 1999 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, 1996:
COMMON STOCK "BENEFICIALLY PRINCIPAL OCCUPATION OWNED" (AND AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE) H. David Aycock (65) Former President and Chief Operating Officer of Nucor; 1971 1997 673,003 (0.77%) Director, Bowater Incorporated John D. Correnti (48) Vice Chairman, President and 1992 1998 54,901 (0.06%) Chief Executive Officer of Nucor; Director, Harnischfeger Industries, Inc., Navistar International Corporation and CEM Corporation James W. Cunningham (75) Former Vice President of Nucor 1991 1996 456,064 (0.52%) F. Kenneth Iverson (70) Chairman of Nucor; 1965 1996 762,278 (0.87%) Director, Wal-Mart Stores, Inc., The Wachovia Corporation and Spreckels Industries, Inc. James D. Hlavacek (52) Managing Director, Market Driven Management 1996 1998 800 -- Samuel Siegel (65) Vice Chairman, Chief Financial Officer, 1968 1997 540,845 (0.62%) Treasurer and Secretary of Nucor All 23 directors and senior officers as a group (including those named above) 3,464,391 (3.95%)
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. Correnti, 10,810; Mr. Iverson, 9,816; Mr. Siegel, 17,160; all directors and senior officers as a group (including those named above), 171,613. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 540,703 (132,300); Mr. Correnti, 54,901 (none); Mr. Cunningham, none (456,064); Mr. Iverson, 514,765 (247,513); Mr. Hlavacek, none (800); Mr. Siegel, 465,875 (74,970); all directors and senior officers as a group (including those named above) 2,467,561, (996,830). Mr. Hlavacek is Managing Director of Market Driven Management, an industrial marketing training firm he founded in 1976. The Board of Directors of Nucor had six meetings during 1995. 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. Aycock and Mr. Cunningham. The Audit Committee held two meetings during 1995. 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 $5,000 quarterly. Audit Committee members are not paid additional fees. 2 The following table sets forth compensation information for the chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1995:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION CASH STOCK STOCK INCENTIVE INCENTIVE OPTIONS BASE COMPENSATION COMPENSATION GRANTED NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES) F. Kenneth Iverson (70) Chairman 1995 $322,500 $840,572 $622,605 3,243 (since 1996), 1994 312,225 843,007 624,431 2,717 previously Chairman, 1993 275,000 372,865 276,183 3,856 Chief Executive Officer 1992 266,200 147,280 109,020 6,394 1991 256,000 64,491 47,726 7,516 John D. Correnti (48) Vice Chairman, President, 1995 242,300 631,537 467,797 2,162 Chief Executive Officer 1994 234,600 633,420 469,197 1,812 (since 1996), 1993 204,000 276,598 204,845 2,572 previously President, 1992 195,000 107,887 79,864 4,264 Chief Operating Officer 1991 159,682 40,227 29,762 4,384 Samuel Siegel (65) Vice Chairman, 1995 242,300 631,537 467,797 2,433 Chief Financial Officer 1994 234,600 633,420 469,197 2,039 1993 207,000 280,666 207,866 2,894 1992 200,000 110,654 81,902 4,798 1991 192,400 48,469 35,839 4,996 Larry A. Roos (54) Vice President 1995 179,700 468,375 346,920 1,622 1994 164,570 444,339 329,115 1,359 1993 146,012 197,974 146,598 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 Daniel R. DiMicco (45) Vice President 1995 174,900 455,864 337,666 1,622 (since 1992) 1994 157,500 425,250 314,962 1,359 1993 124,500 168,806 125,027 1,929 1992 100,000 55,327 40,914 3,198
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 1996 and 4.2% for 1995) of each year's pre-tax earnings (as defined) in excess of an earnings base ($163,800,000 for 1996 and $126,500,000 for 1995) 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 sixteen times, from $500,000 to the present $163,800,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 30 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1995 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 193,271 ($11,040,606); Mr. Siegel, 104,461 ($5,967,335); Mr. Correnti, 36,740 ($2,098,773); Mr. Roos, 33,017 ($1,886,096); Mr. DiMicco, 7,726 ($441,348). 3 The following tables set forth stock option information for the chief executive officer and for the four other highest-compensated senior officers whose cash compensation exceeded $100,000 for 1995: STOCK OPTION GRANTS IN 1995 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1995 OF STOCK OPTIONS GRANTED IN 1995 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,519 1.3% $56.06 February 29, 2000 $ 23,527 1,724 1.5% 49.41 August 31, 2000 23,534 John D. Correnti 1,013 .9% 56.06 February 29, 2000 15,690 1,149 1.0% 49.41 August 31, 2000 15,685 Samuel Siegel 1,140 1.0% 56.06 February 29, 2000 17,657 1,293 1.1% 49.41 August 31, 2000 17,651 Larry A. Roos 760 .7% 56.06 February 29, 2000 11,771 862 .8% 49.41 August 31, 2000 11,767 Daniel R. DiMicco 760 .7% 56.06 February 29, 2000 11,771 862 .8% 49.41 August 31, 2000 11,767 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 51,988 52,005 John D. Correnti 34,670 34,660 Samuel Siegel 39,017 39,004 Larry A. Roos 26,011 26,002 Daniel R. DiMicco 26,011 26,002
NOTE 116 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1995, key employees, other than the above-named senior officers, were granted stock options for 104,354 shares (90% 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 $1,515,305 at 5% annual stock price appreciation and $3,348,428 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1995 AND YEAR-END 1995 STOCK OPTION DATA (NOTE)
"VALUE" OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1995 AT YEAR-END 1995 1995 NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson 13,910 $323,718 8,092 1,724 $ 51,598 John D. Correnti 6,888 201,333 9,661 1,149 172,350 Samuel Siegel none none 15,867 1,293 376,663 Larry A. Roos 9,462 308,912 4,048 862 25,814 Daniel R. DiMicco none none 4,048 862 25,814 NAME UNEXERCISABLE F. Kenneth Iverson $13,301 John D. Correnti 8,865 Samuel Siegel 9,976 Larry A. Roos 6,650 Daniel R. DiMicco 6,650
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 1995, key employees, other than the above-named senior officers, acquired 130,710 shares on exercise of stock options, with a "value" realized of $4,578,466. At year-end 1995, these other key employees had 478,139 unexercised stock options, 423,185 of which were exercisable and 54,954 were unexercisable. At year-end 1995, these other key employees had unexercised in-the-money stock options, with a "value" of $7,975,816 for exercisable stock options, and $423,970 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 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 sixteen times, from $500,000 to the present $163,800,000. All of Nucor's 116 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans. Under these 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 comparable to Nucor. The dollar amount of options granted is established by Nucor's Board of Directors for the various positions held by key employees. These 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 26 years) of linking senior officers compensation to Nucor's performance. Since Nucor's present management was elected in late 1965, Nucor's sales have increased 15,000%; Nucor's net earnings have increased 434,000%; Nucor's stockholders' equity has increased 181,000%; and the total market value of Nucor's common stock has increased 33,000%. Nucor's entire Board of Directors, which performs the functions of determining senior officers compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, James D. Hlavacek, F. Kenneth Iverson, and Samuel Siegel. STOCK PERFORMANCE GRAPH This graphic comparison assumes the investment of $100 in Nucor (STOCK PERFORMANCE Common Stock, $100 in the S&P 500 CHART APPEARS HERE) Index, and $100 in the S&P Steel Group Index, all at year-end 1990. (Plot points appear below) 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 1995 (29% at year-end 1990). Indexed Returns YEARS ENDING Company/Index Dec90 Dec91 Dec92 Dec93 Dec94 Dec95 NUCOR CORP 100 145.09 255.75 347.04 363.63 377.13 S&P 500 COMPOSITE 100 130.47 140.41 154.56 156.60 215.45 STEEL 100 122.88 160.77 211.54 205.74 190.78 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 judgement. Nucor's financial statements are audited by Coopers & Lybrand L.L.P. 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, F. KENNETH IVERSON Chairman March 22, 1996 PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 ****************************************************************************** APPENDIX ****************************************************************************** NUCOR COPORATION PROXY 2100 Rexford Road Charlotte, North Carolina 28211 Phone (704)366-7000 Fax (704)362-4208 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1996 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 9, 1996, in Room C on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City. F. Kenneth Iverson and Samuel Siegel, and either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1996 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 F. Kenneth Iverson and James W. Cunningham 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. THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. Nucor's Board of Directors recommends that you vote FOR For ( ) no vote on ( ) election as directors of F. Kenneth Iverson and James W. Cunningham (to withhold your vote for either person, strike a line through that person's name) DATED , 1996 SIGNED Please sign your name exactly as printed. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. -----END PRIVACY-ENHANCED MESSAGE-----