-----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, P0z5HNuiezChYgSbNa8n29f0pocRc/3EjJ7L9kUvBUshGOe+n6WXguJO/O9U/8zo hgQv88MTbFPoIv4ex1Hm8g== 0000950168-97-000693.txt : 19970327 0000950168-97-000693.hdr.sgml : 19970327 ACCESSION NUMBER: 0000950168-97-000693 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970508 FILED AS OF DATE: 19970326 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: 97563816 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 CORP. 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 Registrant) Payment of Filing Fee (Check the appropriate box): ( ) No fee required (X) 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: $125 ( ) Fee paid previously 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 1997 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1997 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 2:00 p.m. on Thursday, May 8, 1997, for the following purposes (and to conduct such other business as may properly come before the meeting): (1) elect two directors for three years; and (2) approve the 1997 Key Employees Stock Option Plan. Stockholders of record at the close of business on March 10, 1997, 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 21, 1997 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 1997 annual meeting of stockholders to be held on Thursday, May 8, 1997, 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 28, 1997 was 87,848,847. Only stockholders of record at the close of business on March 10, 1997 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 28, 1997, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 7,492,400 shares (8.53%); and FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 8,395,170 shares (9.56%); of the outstanding common stock of Nucor. The 1996 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 1998 annual meeting of stockholders must be received by Nucor not later than November 21, 1997. 1 PROPOSAL 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, H. David Aycock and Samuel Siegel, expire in 1997, and therefore two places on Nucor's Board are to be filled at the 1997 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 2000 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 28, 1997:
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 (66) Former President of Nucor (until 1991); 1971 1997 673,003 (0.77%) Director, Bowater Incorporated John D. Correnti (49) Vice Chairman, President and Chief Executive Officer of Nucor; 1992 1998 56,513 (0.06%) Director, CEM Corporation, Harnischfeger Industries, Inc. and Navistar International Corporation James W. Cunningham (76) Former Vice President of Nucor (until 1988) 1991 1999 456,064 (0.52%) F. Kenneth Iverson (71) Chairman of Nucor; Director, Tultex Corporation 1965 1999 750,573 (0.85%) James D. Hlavacek (53) Managing Director, Market Driven Management 1996 1998 1,100 -- Samuel Siegel (66) Vice Chairman, Chief Financial Officer, 1968 1997 531,685 (0.61%) Treasurer and Secretary of Nucor All 25 directors and senior officers as a group (including those named above) 3,527,880 (4.02%)
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, 12,087; Mr. Iverson, 13,757; Mr. Siegel, 10,321; all directors and senior officers as a group (including those named above), 170,011. 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, 56,513 (none); Mr. Cunningham, none (456,064); Mr. Iverson, 503,060 (247,513); Mr. Hlavacek, none (1,100); Mr. Siegel, 456,715 (74,970); all directors and senior officers as a group (including those named above) 2,526,125, (1,001,755). The Board of Directors of Nucor had seven meetings during 1996. 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. Hlavacek. The Audit Committee held two meetings during 1996. 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 $5,200 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 1996:
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 (71) Chairman 1996 $333,150 $485,985 $359,958 3,941 (since 1996), 1995 322,500 840,572 622,605 3,243 previously Chairman and 1994 312,225 843,007 624,431 2,717 Chief Executive Officer 1993 275,000 372,865 276,183 3,856 1992 266,200 147,280 109,020 6,394 John D. Correnti (49) Vice Chairman, President, 1996 280,392 409,024 302,940 3,449 Chief Executive Officer 1995 242,300 631,537 467,797 2,162 (since 1996), 1994 234,600 633,420 469,197 1,812 previously President and 1993 204,000 276,598 204,845 2,572 Chief Operating Officer 1992 195,000 107,887 79,864 4,264 Samuel Siegel (66) Vice Chairman, 1996 250,350 365,200 270,504 2,955 Chief Financial Officer, 1995 242,300 631,537 467,797 2,433 Treasurer and Secretary 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 Larry A. Roos (55) Vice President 1996 185,666 270,842 200,583 1,970 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 Daniel R. DiMicco (46) Vice President 1996 185,666 270,842 200,583 1,970 1995 174,900 455,864 337,666 1,622 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 1997 and 3.5% for 1996) of each year's pre-tax earnings (as defined) in excess of an earnings base ($200,000,000 for 1997 and $163,800,000 for 1996) 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 seventeen times, from $500,000 to the present $200,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 31 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1996 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 18,110 ($923,610); Mr. Correnti, 40,152 ($2,047,752); Mr. Siegel, 13,612 ($694,212); Mr. Roos, 35,631 ($1,817,181); Mr. DiMicco, 12,139 ($619,089). 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 1996: STOCK OPTION GRANTS IN 1996 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1996 OF STOCK OPTIONS GRANTED IN 1996 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,836 1.2% $54.44 February 28, 2001 $ 27,615 2,105 1.4% 47.50 August 31, 2001 27,625 John D. Correnti 1,607 1.0% 54.44 February 28, 2001 24,171 1,842 1.2% 47.50 August 31, 2001 24,173 Samuel Siegel 1,377 0.9% 55.44 February 28, 2001 20,711 1,578 1.0% 47.50 August 31, 2001 20,709 Larry A. Roos 918 0.6% 54.44 February 28, 2001 13,807 1,052 0.7% 47.50 August 31, 2001 13,806 Daniel R. DiMicco 918 0.6% 54.44 February 28, 2001 13,807 1,052 0.7% 47.50 August 31, 2001 13,806 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 61,022 61,043 John D. Correnti 53,411 53,417 Samuel Siegel 45,766 45,761 Larry A. Roos 30,511 30,507 Daniel R. DiMicco 30,511 30,507
NOTE 130 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plan, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1996, key employees, other than the above-named senior officers, were granted stock options for 141,002 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 $1,974,290 at 5% annual stock price appreciation and $4,362,664 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1996 AND YEAR-END 1996 STOCK OPTION DATA (NOTE)
"VALUE" OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1996 AT YEAR-END 1996 1996 NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson none none 11,652 2,105 $ 29,103 John D. Correnti none none 12,417 1,842 131,228 Samuel Siegel 9,794 $337,937 8,743 1,578 21,842 Larry A. Roos 1,929 18,880 3,899 1,052 1,371 Daniel R. DiMicco none none 5,828 1,052 14,560 NAME UNEXERCISABLE F. Kenneth Iverson $ 7,368 John D. Correnti 6,447 Samuel Siegel 5,523 Larry A. Roos 3,682 Daniel R. DiMicco 3,682
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 1996, key employees, other than the above-named senior officers, acquired 109,414 shares on exercise of stock options, with a "value" realized of $3,499,500. At year-end 1996, these other key employees had 506,895 unexercised stock options, 431,547 of which were exercisable and 75,348 were unexercisable. At year-end 1996, these other key employees had unexercised in-the-money stock options, with a "value" of $3,047,580 for exercisable stock options, and $263,718 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 seventeen times, from $500,000 to the present $200,000,000. All of Nucor's 130 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plan. Under the Incentive Stock Option Plan, 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 for key employees is established by Nucor's Board of Directors. The Incentive Stock Option Plan provides 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 Nucor's present management was elected in late 1965, Nucor's sales have increased 16,000%; Nucor's net earnings have increased 392,000%; Nucor's stockholders' equity has increased 211,000%; and the total market value of Nucor's common stock has increased 30,000%. 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 (Stock Performance graph appears here. Plot points are below.) This graphic comparison assumes the investment of $100 in Nucor Measurment Nucor S&P 500 S&P Steel Common Stock, $100 in the S&P 500 Period Corporation Index Group Index, and $100 in the S&P Steel (year) Group Index, all at year-end 1991. 1991 100.00 100.00 100.00 The resulting cumulative total 1992 176.27 107.62 130.84 return assumes that cash dividends 1993 239.20 118.46 172.15 were reinvested. Nucor Common 1994 250.63 120.23 167.44 Stock comprised 29% of the S&P 1995 259.94 165.13 155.26 Steel Group Index at year-end 1996 1996 233.48 203.05 138.61 (28% at year-end 1991). 5 PROPOSAL 2 -- 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the 1997 Key Employees Incentive Stock Option Plan. Nucor presently has a 1988 Key Employees Incentive Stock Option Plan, which expires this year. Under this expiring Plan, options for 504,733 shares were outstanding at February 28, 1997, all at 100% of the market price on the date of grant. Because the 1988 Plan expires this year, Nucor's Board of Directors has approved a new Plan for submission to the stockholders. A copy of the new Plan is included at the end of this proxy statement. The purpose of the new Plan, as was the purpose of the expiring Plan, is to provide greater incentive for key employees to maximize Nucor's profits by encouraging them to purchase stock on a basis mutually advantageous to both the key employees and Nucor. The new Plan should also help to retain key employees and attract outstanding new key employees, as needed, in competition with other industrial firms which also have stock option plans. NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NEW PLAN. Unless otherwise specified, proxies will be voted FOR the new Plan. The affirmative vote of a majority of the outstanding shares entitled to vote is necessary for approval. Under the new Plan, options may be granted from time to time during the period from July 1, 1997 through March 1, 2007, to key employees of Nucor or any subsidiary, including officers and directors. However, no options may be granted to any person owning, at the date of grant, more than 2% of the combined voting power or value of all classes of stock of Nucor or a subsidiary. If any option granted expires or terminates without being fully exercised, the unpurchased shares shall again become available for grant of options. The exercise price of all options granted must be 100% of the fair market value of Nucor common stock on the date of grant. Under the new Plan, options for a maximum of 3,000,000 shares of Nucor common stock may be granted; this is the same number of shares as the expiring Plan. The new Plan contains the same anti-dilution provisions in connection with stock dividends, stock splits, combinations, mergers or other comparable corporate events as the expiring Plan. The new Plan is to be administered by Nucor's Board of Directors, including a committee which may be appointed by the Board composed of at least two directors. Under the new Plan, there is no formula for allocation of options or the grant of options at any particular time or to any particular individual, and more than one option may be granted to the same individual. Options granted may be for a term of not more than ten years, shall be exercisable during optionee's lifetime only by the optionee; are non-transferable during the life of the optionee; and after optionee's death are transferable only by will or the laws of descent and distribution. Both incentive stock options ("ISOs") and non-qualified stock options ("NQSOs") may be granted under the new Plan. Under existing tax laws, an employee receiving an option under the new Plan will not realize any taxable income at the time the option is granted, nor does Nucor receive a tax deduction. When an ISO is exercised, no taxable income is recognized by the employee nor is a tax deduction available to Nucor. When a NQSO is exercised, the spread between the exercise price and the fair market value of the acquired shares at the time of exercise is ordinary income to the employee, and Nucor then receives a tax deduction. 6 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 21, 1997 PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 7 NUCOR CORPORATION 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN 1. PURPOSES: The purposes of this Plan are to provide greater incentive for key employees, to attract and retain key employees of outstanding competence, and to further the identity of interests of key employees with those of Nucor Corporation's stockholders. 2. DURATION: This Plan shall commence on July 1, 1997 and shall terminate on March 1, 2007. 3. NUMBER OF SHARES: The total number of shares of Nucor Corporation's common stock which may be issued upon exercise of options granted under this Plan is three million (3,000,000). 4. ADMINISTRATION AND GRANTING OF OPTIONS: This Plan shall be administered by Nucor Corporation's Board of Directors, which may authorize the granting of options under terms and conditions not inconsistent with this Plan. The Board of Directors may delegate all or any part of its authority under this Plan to a committee appointed by it and composed of at least two of its members. 5. OPTIONEES: Options may be granted under this Plan only to key employees and officers of Nucor Corporation or a subsidiary, including key employees and officers who are members of the Board of Directors of Nucor Corporation or a subsidiary. No optionee may own (directly or indirectly), at the date of grant, more than two percent (2%) of the total combined voting power or value of all classes of stock of Nucor Corporation or a subsidiary. 6. OPTION PRICE: The exercise price of options granted under this Plan shall be one hundred percent (100%) of the fair market value of Nucor Corporation's common stock on the date of grant. 7. OPTION TERM: The term of each option granted under this Plan shall not exceed ten (10) years from the date of grant. 8. EXERCISABILITY: Options granted under this Plan shall be exercisable during the optionee's lifetime only by the optionee. 9. TRANSFERABILITY: Options granted under this Plan shall be transferable only by will or the laws of descent and distribution. 10. OTHER PROVISIONS: (a) If any options under this Plan expire or terminate without being fully exercised, the unpurchased shares shall again become available for grant of options under this Plan. (b) The number or kind of shares which may be issued under this Plan, and in appropriate circumstances the price per share, shall be equitably adjusted (with respect to options granted and to be granted) for stock dividends, splits or combinations, mergers, reorganizations, liquidations or other comparable corporate events. Any such adjustments shall be made by Nucor Corporation's Board of Directors in good faith and shall be binding on all optionees. (c) This Plan may be amended by Nucor Corporation's Board of Directors at any time, provided that no amendments shall increase the number of shares in Paragraph 3 or change the optionees in Paragraph 5, unless approved by Nucor Corporation's stockholders. 8 ******************************************************************************* APPENDIX P R O X Y NUCOR CORPORATION 2100 Rexford Road Charlotte, North Carolina 28211 Phone (704)366-7000 Fax (704)362-4208 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1997 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 8, 1997, in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City. F. Kenneth Iverson and Samuel Siegel, or either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1997 annual meeting of stockholders, and any adjournment, on the following proposals, as set forth in the proxy statement, and upon such other matters as may properly come before the meeting: 1. Elect two directors for three years (Nucor's Board of Directors recommends a vote FOR) 2. Approve the 1997 Key Employees Stock Option Plan (Nucor's Board of Directors recommends a vote FOR) THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND FOR PROPOSAL 2, UNLESS OTHERWISE INDICATED. PLEASE SIGN AND DATE ON THE OTHER SIDE. THIS PROXY WILL BE VOTED FOR 1, AND FOR 2, UNLESS OTHERWISE INDICATED. IF YOU WISH TO FOLLOW THE RECOMMENDATIONS OF NUCOR'S BOARD OF DIRECTORS, IT IS NOT NECESSARY TO CHECK ANY OF THE BOXES. JUST SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE. Nucor's Board of Directors recommends that you vote FOR 1: 1. 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) Nucor's Board of Directors recommends that you vote FOR 2: 2. For [ ] against [ ] abstain on [ ] approval of 1997 Key Employees Stock Option Plan DATED , 1997 SIGNED Please sign your name exactly as printed. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. -----END PRIVACY-ENHANCED MESSAGE-----