UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||