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 17, 2020

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, NC		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.

(d)    On February 17, 2020, the Board of Directors of Nucor Corporation (the “Company”) elected Joseph D. Rupp as a director, effective that day, with a term expiring at the Company’s 2020 annual meeting of stockholders.  Concurrent with his election as a director, Mr. Rupp was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Company’s Board of Directors. There are no arrangements or understandings between Mr. Rupp and any other persons pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Rupp that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.  Mr. Rupp has never served as one of the Company’s officers or employees.

Mr. Rupp will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2019, as adjusted by the Company’s Board of Directors from time to time.

A copy of the news release announcing Mr. Rupp’s election 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 issued February 17, 2020
104	Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101)

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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 18, 2020	By:	/s/ James D. Frias
		James D. Frias
		Chief Financial Officer, Treasurer and Executive Vice President

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EX-99.1

Exhibit 99.1

NewsRelease                                          

Nucor Announces the Addition of Joseph D. Rupp

to the Nucor Board of Directors

CHARLOTTE, NORTH CAROLINA, February 17, 2020 – Nucor Corporation (NYSE: NUE) announced today that its Board of Directors has elected Joseph D. Rupp as a director effective immediately.

Mr. Rupp, 69, most recently served as Chairman of the board of directors of Olin Corporation, a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition, from May 2016 until his retirement in April 2017.  Prior to that, Mr. Rupp served as Chairman and Chief Executive Officer of Olin from May 2014 to May 2016, Chairman, President and Chief Executive Officer of Olin from June 2005 to May 2014 and President and Chief Executive Officer of Olin from January 2002 to June 2005.  Prior to 2002, Mr. Rupp served in various positions of increasing responsibility with Olin, which he originally joined in 1972.  Mr. Rupp currently serves on the boards of directors of Cass Information Systems, Inc., O-I Glass, Inc. (formerly Owens-Illinois, Inc.), Quanex Building Products Corporation and Dot Foods, Inc. (non-public), and is on the Board of Trustees of the Missouri University of Science and Technology.  Mr. Rupp served as a director of Olin from 2002 to 2017.  

Mr. Rupp holds a Bachelor of Science degree in metallurgical engineering from the Missouri University of Science and Technology.

“Joe brings extensive experience in the metal-related manufacturing industry as well as strong executive leadership and strategic management skills and significant public company board experience,” said Leon J. Topalian, President and Chief Executive Officer of Nucor.

“We are fortunate to have Joe join the Nucor Board and we look forward to benefiting from his service and insight,” said John H. Walker, Non-Executive Chairman of the Board of Nucor.

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

Document and Entity Information	Feb. 17, 2020
Cover [Abstract]
Entity Registrant Name	NUCOR CORPORATION
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000073309
Document Period End Date	Feb. 17, 2020
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