8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2019

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-4119	13-1860817
(Commission File Number)	(IRS Employer Identification No.)

1915 Rexford Road, Charlotte, North Carolina	28211
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 366-7000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.40 per share	NUE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

EXPLANATORY NOTE

This Amendment No. 2 amends the Current Report on Form 8-K (the “Original 8-K”) Nucor Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2019, as amended by Amendment No. 1 filed with the SEC on September 26, 2019 (“Amendment No. 1”), regarding, among other things, the election of Leon J. Topalian to succeed John J. Ferriola as Chief Executive Officer of the Company on January 1, 2020 following Mr. Ferriola’s retirement as Chairman and Chief Executive Officer of the Company on December 31, 2019. The disclosure included in the Original 8-K, as amended by Amendment No. 1, otherwise remains unchanged.​​​​​​​​​​​​​​

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2019, the Compensation and Executive ​​​​​​​Development Committee of the Company’s Board of Directors (the “Board”) increased Mr. Topalian’s annual base salary to $1,000,000, effective January 1, 2020, due to his promotion on such date to Chief Executive Officer of the Company. Also, in connection with such promotion, Mr. Topalian’s target award under the Company’s Senior Officers Annual Incentive Plan will increase to 150% of his annual base salary and his target award under the Company’s Senior Officers Long-Term Incentive Plan will increase to 200% of his annual base salary, both effective January 1, 2020.

Additionally, on December 13, 2019, the Board elected Mr. Topalian to the Board, effective January 1, 2020, with a term expiring at the Company’s 2020 annual meeting of stockholders. Mr. Topalian has not been and is not expected to be named to any committees of the Board. There are no arrangements or understandings between Mr. Topalian and any other persons pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Topalian that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Topalian, as an employee of the Company, will not be entitled to receive compensation (other than his compensation as an employee of the Company) for his service on the Board.

Finally, on December 13, 2019, the Board elected John H. Walker, a director of the Company, as Non-Executive Chairman of the Board, effective January 1, 2020.

A copy of the news release announcing Mr. Topalian’s election to the Board and Mr. Walker’s election as Non-Executive Chairman of the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	News Release of Nucor Corporation dated December 13, 2019
104	Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUCOR CORPORATION
Date: December 13, 2019	By:	/s/ James D. Frias
		James D. Frias
		Chief Financial Officer, Treasurer and Executive Vice President

EX-99.1

Exhibit 99.1

News Release

Nucor Announces the Election of Leon J. Topalian to the Nucor Board of Directors and of John H. Walker as Non-Executive Chairman

CHARLOTTE, NORTH CAROLINA, December 13, 2019 – Nucor Corporation (NYSE: NUE) announced today that its Board of Directors has elected Leon J. Topalian as a director and John H. Walker to serve as Non-Executive Chairman of the Board of Directors, both effective January 1, 2020. Mr. Topalian is the President and Chief Operating Officer of Nucor and will become the Chief Executive Officer of Nucor on January 1, 2020. Mr. Walker, who has more than 35 years of experience in metal-related manufacturing and fabricating industries, has served as a member of Nucor’s Board of Directors since 2008 and as Lead Director of Nucor since 2017.

Mr. Topalian served as an Executive Vice President of Nucor from 2017 to 2019 and as a Vice President of Nucor from 2013 to 2017. He has been employed by Nucor in various capacities since 1996, including serving as general manager at two of Nucor’s facilities, in Arkansas and Illinois, as well as a Melting and Casting Manager, an Operations Manager, a cold mill production supervisor and a project engineer.

Mr. Walker served as Non-Executive Chairman of Global Brass and Copper Holdings, Inc. from 2014 to 2019, was Executive Chairman of Global Brass and Copper from 2013 to 2014 and was Chief Executive Officer of Global Brass and Copper from 2007 to 2014. Prior to joining Global Brass and Copper, Mr. Walker was President and Chief Executive Officer of The Boler Company, Chief Executive Officer, President and Chief Operating Officer of Weirton Steel Corporation and President of flat rolled products for Kaiser Aluminum Corporation. Mr. Walker is also a director of Owens-Illinois, Inc. and will serve as a director of Otis Elevator Company after its planned separation from United Technologies Corporation in 2020.

“Leon and John have made outstanding contributions over their many years of service to Nucor,” said John J. Ferriola, Chairman and Chief Executive Officer of Nucor. “This is the culmination of many years of thoughtful succession planning, and I have full confidence in their leadership.”

“It is incredibly humbling to be asked to join the Board of Directors, and I look forward to working with John Walker and the rest of the Board to lead Nucor,” said Mr. Topalian. “Our tremendous culture has produced solid results in 2019 and I look forward to building on those successes in coming years.”

Page 1 of 2

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

Phone 704.366.7000 Fax 704.362.4208 www.nucor.com

News Release

Nucor Announces the Election of Leon J. Topalian to the Nucor Board of Directors and of John H. Walker as Non-Executive Chairman (Continued)

“I am honored to have been chosen by my fellow directors to serve as Non-Executive Chairman and enthusiastically welcome Leon to the Board,” Mr. Walker said. “I look forward to continuing to work with him, the rest of the Board and all of our teammates at Nucor in this new role.”

About Nucor

Nucor and its affiliates are manufacturers of steel and steel products, with operating facilities in the United States, Canada and Mexico. Products produced include: carbon and alloy steel — in bars, beams, sheet and plate; hollow structural section tubing; electrical conduit; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; precision castings; steel fasteners; metal building systems; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and hot briquetted iron / direct reduced iron; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America’s largest recycler.

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Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

Phone 704.366.7000 Fax 704.362.4208 www.nucor.com

XML

Cover Page	Sep. 05, 2019
Cover [Abstract]
Entity Registrant Name	NUCOR CORPORATION
Document Type	8-K/A
Amendment Flag	true
Entity Central Index Key	0000073309
Document Period End Date	Sep. 05, 2019
Entity Emerging Growth Company	false
Entity File Number	1-4119
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1860817
Entity Address, Address Line One	1915 Rexford Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28211
City Area Code	704
Local Phone Number	366-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common stock, par value $0.40 per share
Trading Symbol	NUE
Name of each exchange on which registered	NYSE
Amendment Description	This Amendment No. 2 amends the Current Report on Form 8-K (the “Original 8-K”) Nucor Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2019, as amended by Amendment No. 1 filed with the SEC on September 26, 2019 (“Amendment No. 1”), regarding, among other things, the election of Leon J. Topalian to succeed John J. Ferriola as Chief Executive Officer of the Company on January 1, 2020 following Mr. Ferriola’s retirement as Chairman and Chief Executive Officer of the Company on December 31, 2019. The disclosure included in the Original 8-K, as amended by Amendment No. 1, otherwise remains unchanged.​​​​​​​