8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2022    

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4119	13-1860817
(State or other jurisdiction of incorporation)	(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

Not Applicable

(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.  ☐

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

(b) On February 21, 2022, James D. Frias, Chief Financial Officer, Treasurer and Executive Vice President of Nucor Corporation (the “Company”), notified the Company’s Board of Directors that he will retire from the Company, effective June 11, 2022. To provide for the orderly transition of his duties, effective March 6, 2022, Mr. Frias will serve as Executive Vice President and Special Advisor to the Chief Executive Officer. Mr. Frias, age 65, joined the Company in 1991 and has been Chief Financial Officer, Treasurer and Executive Vice President since 2010. Mr. Frias’ decision to retire is voluntary and in accordance with the Company’s succession planning.

(c) Also on February 21, 2022, the Company’s Board of Directors elected Stephen D. Laxton, the Company’s Vice President of Business Development and Strategic Planning, as Chief Financial Officer, Treasurer and Executive Vice President of the Company, effective March 6, 2022. Mr. Laxton, age 51, began his career with the Company in 2003 as General Manager of Business Development and was promoted to Vice President in 2014.

In connection with Mr. Laxton’s election, effective March 6, 2022, (i) his annual base salary will be increased to $550,000, (ii) he will continue to participate in the Nucor Corporation Senior Officers Annual Incentive Plan and the Nucor Corporation Senior Officers Long-Term Incentive Plan, with the awards under such plans for the performance periods in progress as of the effective date of his promotion to be pro-rated to take into account the increase in his annual base salary and his target awards thereunder, (iii) he will commence participation in the Nucor Corporation Supplemental Retirement Plan for Executive Officers and (iv) he will continue to be eligible to receive equity-based awards under the Nucor Corporation 2014 Omnibus Incentive Compensation Plan.

There are no arrangements or understandings between Mr. Laxton and any other persons pursuant to which he was selected as an officer. Mr. Laxton has no family relationships with any of the Company’s directors or executive officers. There are no transactions involving the Company and Mr. Laxton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

A copy of the news release announcing the events described above 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 February 23, 2022
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: February 23, 2022	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 Chief Financial Officer Jim Frias to Retire;

Steve Laxton to be Promoted

CHARLOTTE, NORTH CAROLINA, February 23, 2022 – Nucor Corporation (NYSE: NUE) announced today that Jim Frias, Chief Financial Officer, Treasurer and Executive Vice President, plans to retire effective June 11, 2022, and will transition out of the role as of March 6, 2022. Steve Laxton, Vice President of Business Development and Strategic Planning, has been named his successor. Messrs. Frias and Laxton will work together over the next several months to conduct a seamless transition of CFO responsibilities.

Mr. Frias, 65, joined Nucor in 1991 as Controller of Nucor Building Systems – Indiana. Over the years, he took on roles with increasing levels of responsibility, serving as Controller of Nucor Steel – Indiana and later as Corporate Controller. He was promoted to Vice President in 2006 and has served as Chief Financial Officer, Treasurer and Executive Vice President since January 2010.

During his tenure as CFO, Mr. Frias helped navigate some of the most challenging times in the steel industry and was part of the team that achieved record performance in 2021—setting new records for earnings, revenue, steel shipments and, most importantly, safety. Mr. Frias also established a capital allocation framework that has been a key part of helping Nucor achieve its most recent success. Since 2010, Nucor has returned more than $10 billion to stockholders in the form of dividends and share repurchases, while generating an average annual return on stockholders’ equity of more than 13% and maintaining the strongest credit ratings in our industry.

Leon Topalian, Nucor’s President and CEO, commented, “Jim’s impact as a Nucor teammate over the last 30 years and as CFO for the last 12 years has been tremendous and will have a lasting effect on our company. Jim has ensured that we maintain our strong financial position, allowing us to reinvest to strategically position and grow our portfolio of capabilities across the steel value chain. Equally impressive as his financial stewardship are his integrity and his nurturing of Nucor’s team-oriented culture. I am personally grateful to Jim for his expertise, guidance and candor as I transitioned into the CEO role over the last few years.

“On behalf of all my Nucor teammates, I want to thank Jim for his leadership and for his immeasurable contributions to the long-term success of Nucor. We wish Jim and his family a long and happy retirement.”

“It’s been a privilege to have served this great company for three decades and to have worked with such an outstanding team,” said Jim Frias. “I am confident in Nucor’s continued success and look forward to working alongside Steve over the coming months to ensure a smooth transition.”

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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

News Release

Nucor Chief Financial Officer Jim Frias to Retire;

Steve Laxton to be Promoted (Continued)

Mr. Laxton, 51, began his career with Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014.    Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development. Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank. Mr. Laxton holds a Bachelor of Science degree in Finance and Marketing from Georgetown College and a Master of Business Administration from the University of Kentucky.

“Steve is a proven leader whose 19 years of experience with Nucor have positioned him well to take on this new responsibility,” said Mr. Topalian. “He has a strong track record of strategic thinking, financial acumen and exceptional leadership. He will be a great addition to our executive management team. Jim’s retirement and Steve’s promotion are the product of the robust and thoughtful succession planning process that has been a strategic priority throughout Nucor for many years.”

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 racking; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; precision castings; steel fasteners; metal building systems; insulated metal panels; 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.

For Investor/Analyst Inquiries—Paul Donnelly, 704-264-8807, or Gregg Lucas, 704-972-1841

For Media Inquiries—Katherine Miller, 704-353-9015

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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

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Document and Entity Information	Feb. 21, 2022
Cover [Abstract]
Entity Registrant Name	NUCOR CORP
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Entity Central Index Key	0000073309
Document Type	8-K
Document Period End Date	Feb. 21, 2022
Entity Incorporation State Country Code	DE
Entity File Number	1-4119
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
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.40 per share
Trading Symbol	NUE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false