-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TOFI0MQXJjVgAylN6uk/ozplHV3jtjAhF9K0fMdUapsKP006f5r60LPxhWwngGPV qGIRFCVH8t/xOBeplhhr+A== 0000950168-94-000088.txt : 19940325 0000950168-94-000088.hdr.sgml : 19940325 ACCESSION NUMBER: 0000950168-94-000088 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 34 SEC FILE NUMBER: 001-04119 FILM NUMBER: 94517609 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 DEF 14A 3/24/94 #89320.1 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 (Amendment No. ) (xx) Filed by the Registrant ( ) Filed by a Party other than the Registrant Check the appropriate box: ( ) Preliminary Proxy Statement (xx) 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) PAYMENT OF FILING FEE (Check the appropriate box): ( ) $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: * * Set forth the amount on which the filing fee is calculated and state how it was determined. ( ) 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: ( ) Filing Fee of $ was previously paid on , 199 , the date the Preliminary Proxy Statement was filed. nucor corporation 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 PROXY STATEMENT AND NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS ANNUAL MEETING The 1994 annual meeting of stockholders of Nucor Corporation will be held in Room 2 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 12, 1994, 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 14, 1994, 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, Treasurer and Secretary March 25, 1994 PLEASE VOTE, 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 1994 annual meeting of stockholders to be held on Thursday, May 12, 1994, 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 brokerage firms and other custodians, nominees, and fiduciaries, to send proxy material to their principals, the cost of which will be paid by Nucor. The total number of outstanding shares of common stock as of February 28, 1994, was 87,112,673. Only stockholders of record at the close of business on March 14, 1994 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. 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 28, 1994, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 6,909,200 shares (7.93%) of the outstanding common stock of Nucor. The 1993 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 1995 annual meeting of stockholders must be received by Nucor not later than November 25, 1994. 1 ELECTION OF DIRECTORS Nucor's Board of Directors is divided into three classes. The terms of two directors, H. David Aycock and Samuel Siegel, expire in 1994, and therefore two places on the Board are to be filled at the 1994 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 and Mr. Siegel as directors for terms expiring in 1997. They have agreed to serve as directors if elected. If they should become unable to serve, it is intended that the enclosed proxy will be voted for the election of such other persons, if any, as the Board of Directors may designate. The following table sets forth certain information about all of the directors, as of February 28, 1994:
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 (63) Former President and Chief Operating Officer of Nucor; 1971 1994 717,701 (0.82%) Director, Bowater Incorporated John D. Correnti (46) President and Chief Operating Officer of Nucor 1992 1995 44,289 (0.05%) James W. Cunningham (73) Former Vice President of Nucor 1991 1996 458,964 (0.53%) F. Kenneth Iverson (68) Chairman and Chief Executive Officer of Nucor; 1965 1996 834,422 (0.96%) Director, Wal-Mart Stores, Inc., and The Wachovia Corporation Samuel Siegel (63) Vice Chairman, Chief Financial Officer, 1968 1994 562,694 (0.65%) Treasurer and Secretary of Nucor Richard N. Vandekieft Former Vice President of Nucor; 1978 1995 18,200 (0.02%) (79) Director, Douglas & Lomason Company All 22 directors and senior officers as a group (including those named above) 3,584,652 (4.11%)
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, 13,724; Mr. Iverson, 17,766; Mr. Siegel, 21,412; all directors and senior officers as a group (including those named above), 221,158. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares beneficially owned, as follows: Mr. Aycock, 585,401 (132,300); Mr. Correnti, 44,289 (none); Mr. Cunningham, none (458,964); Mr. Iverson, 718,494 (115,928); Mr. Siegel, 500,413 (62,281); Mr. Vandekieft, 18,200 (none); all directors and senior officers as a group (including those named above), 2,839,451 (850,201). The Board of Directors of Nucor had six meetings during 1993. 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, Mr. Cunningham and Mr. Vandekieft. The Audit Committee held two meetings during 1993. 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 $3,000 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 four other highest-compensated senior officers whose cash compensation exceeded $100,000 for 1993:
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 (68) Chairman, 1993 $275,000 $372,865 $276,183 3,856 Chief 1992 266,200 147,280 109,020 6,394 Executive 1991 256,000 64,491 47,726 7,516 Officer 1990 236,795 165,519 122,574 10,148 1989 220,000 61,926 45,850 10,952 Samuel Siegel (63) Vice Chairman, 1993 207,000 280,666 207,866 2,894 Chief Financial 1992 200,000 110,654 81,902 4,798 Officer (since 1991), 1991 192,400 48,469 35,839 4,996 Executive Vice President, 1990 175,553 122,712 90,892 5,888 Chief Financial Officer 1989 158,000 44,474 32,897 6,352 previously John D. Correnti (46) President, 1993 204,000 276,598 204,845 2,572 Chief Operating 1992 195,000 107,887 79,864 4,264 Officer (since 1991), 1991 159,682 40,227 29,762 4,384 Vice President 1990 121,726 85,087 62,992 5,076 previously 1989 105,000 29,556 21,871 5,476 Larry A. Roos (52) Vice President 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 1990 118,381 82,748 61,256 5,076 1989 102,000 28,711 21,208 5,476 John A. Doherty (72) Vice President 1993 141,000 191,178 141,563 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 1990 121,897 85,206 63,054 5,076 1989 113,000 31,808 23,558 5,476
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 5% for 1994 and 1993) of each year's pre-tax earnings (as defined) in excess of an earnings base ($92,000,000 for 1994 and $80,000,000 for 1993) 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 fourteen times, from $500,000 to the present $92,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 28 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1993 (with value as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 408,254 ($21,637,462); Mr. Siegel, 222,252 ($11,779,356); Mr. Correnti, 29,772 ($1,577,916); Mr. Roos, 28,532 ($1,512,196); Mr. Doherty, 174,184 ($9,231,752). 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 1993: STOCK OPTION GRANTS IN 1993 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1993 OF STOCK OPTIONS GRANTED IN 1993 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,982 1.4% $42.96 February 28, 1998 $ 23,524 1,874 1.4% 45.44 August 31, 1998 23,525 Samuel Siegel 1,488 1.1% 42.96 February 28, 1998 17,661 1,406 1.0% 45.44 August 31, 1998 17,650 John D. Correnti 1,322 1.0% 42.96 February 28, 1998 15,691 1,250 0.9% 45.44 August 31, 1998 15,691 Larry A. Roos 992 0.7% 42.96 February 28, 1998 11,774 937 0.7% 45.44 August 31, 1998 11,762 John A. Doherty 992 0.7% 42.96 February 28, 1998 11,774 937 0.7% 45.44 August 31, 1998 11,762 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 51,983 51,983 Samuel Siegel 39,027 39,001 John D. Correnti 34,673 34,674 Larry A. Roos 26,018 25,992 John A. Doherty 26,018 25,992
NOTE 121 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 1993, key employees, other than the above-named senior officers, were granted stock options for 125,697 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 $1,533,442 at 5% annual stock price appreciation and $3,388,507 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1993 AND YEAR-END 1993 STOCK OPTION DATA (NOTE)
VALUE OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1993 AT YEAR-END 1993 1993 NAME SHARES ACQUIRED VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson 21,100 $627,718 15,892 1,874 $ 444,882 Samuel Siegel None None 20,006 1,406 645,091 John D. Correnti None None 12,474 1,250 371,250 Larry A. Roos None None 15,470 937 509,256 John A. Doherty 6,580 210,347 18,502 937 632,696 NAME UNEXERCISABLE F. Kenneth Iverson $14,175 Samuel Siegel 10,635 John D. Correnti 9,455 Larry A. Roos 7,087 John A. Doherty 7,087
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 1993, key employees, other than the above-named senior officers, acquired 261,114 shares on exercise of stock options, with a value realized of $7,823,612. At year-end 1993, these other key employees had 547,626 unexercised stock options, 487,374 of which were exercisable and 60,252 were unexercisable. At year-end 1993, these other key employees had unexercised in-the-money stock options, with a value of $15,059,864 for exercisable stock options and a value of $455,746 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. The 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. The Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at substantially below the median for comparable positions in such other manufacturing companies. The 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 fourteen times, from $500,000 to the present $92,000,000. All of Nucor's 121 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 the Board of Directors for the various positions held by key employees. These Incentive Stock Option Plans provide additional 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 25 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 10,000%; Nucor's net earnings have increased 195,000%; Nucor's stockholders' equity has increased 118,000%; and the total market value of Nucor's common stock has increased 30,000%. Nucor's entire Board of Directors, which performed the functions of determining senior officers compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, F. Kenneth Iverson, Samuel Siegel, and Richard N. Vandekieft. STOCK PERFORMANCE GRAPH (Stock Performance Graph This graphic comparison assumes appears here--see the investment of $100 in Nucor appendix) Common Stock, $100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at year-end 1988. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 35% of the S&P Steel Group Index at year-end 1993 (17% at year-end 1988). 5 OTHER MATTERS The 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. 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 and Chief Executive Officer March 25, 1994 PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 P R O X Y NUCOR CORPORATION -- PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1994 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 12, 1994, in Room 2 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 1994 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: For [ ] no vote on [ ] election as directors of H. David Aycock and Samuel Siegel (to withhold your vote for either person, strike a line through that person's name).
The Board of Directors recommends a vote for the proposal. THIS PROXY WILL BE VOTED FOR EACH PROPOSAL UNLESS OTHERWISE INDICATED. DATED ,1994 SIGNED PLEASE SIGN YOUR NAME EXACTLY AS PRINTED. INSURE YOUR REPRESENTATION AT THE MEETING. VOTE, SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. ***************************************************************************** APPENDIX On Page 5 the Stock Performance Graph appears where indicated. The plot points are listed as follows: 1988 1989 1990 1991 1992 1993 Nucor Corporation $100 127.20 131.90 191.37 337.33 457.74 S&P 500 Index $100 131.69 127.60 166.47 179.15 197.21 S&P Steel Group Index $100 96.73 81.40 100.02 130.87 172.20 -----END PRIVACY-ENHANCED MESSAGE-----