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): August 11, 2021

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 August 11, 2021, the Board of Directors of Nucor Corporation (the “Company”) elected Norma B. Clayton as a director, effective September 1, 2021, with a term expiring at the Company’s 2022 annual meeting of stockholders. Concurrent with her election as a director, Ms. Clayton 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 Ms. Clayton and any other persons pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. Clayton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Clayton has never served as one of the Company’s officers or employees.

Ms. Clayton 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 26, 2021, as adjusted by the Company’s Board of Directors from time to time.

A copy of the news release announcing Ms. Clayton’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 dated August 12, 2021
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: August 12, 2021	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 Addition of Norma B. Clayton

to the Nucor Board of Directors

CHARLOTTE, N.C. – August 12, 2021 – Nucor Corporation (NYSE: NUE) announced today that on August 11, 2021 its Board of Directors elected Norma B. Clayton as a director, effective September 1, 2021.

Ms. Clayton, 63, most recently served as Vice President for Learning, Training and Development at The Boeing Company, an aerospace manufacturer, from July 2007 until her retirement in March 2016. Prior to this role, she led a number of important assignments at Boeing, including a Global Sourcing Initiative to increase growth and productivity of Boeing’s global supply chain from July 2006 to July 2007. Ms. Clayton joined Boeing in February 1995. During her tenure with the company, she held a variety of leadership roles within the Defense, Space & Security segment of Boeing, including Vice President of Supplier Management and Procurement from August 2004 to June 2006, Vice President and General Manager of the Maintenance and Modification Centers from April 2002 to July 2004 and Vice President of Quality and Lean Manufacturing from June 1998 to April 2002. Prior to her time with Boeing, Ms. Clayton held leadership positions at General Electric Company, General Motors Company, Lockheed Martin Corporation and RCA. Ms. Clayton currently serves as Chair of the Board of Trustees of Tuskegee University and has served on the Board of Trustees since 2009.

“Norma brings extensive experience in the areas of business management, manufacturing operations, technology and innovation leadership, human resources and international business,” said Leon J. Topalian, President and Chief Executive Officer of Nucor. “We are fortunate to have her join the Nucor team.”

“We are excited to welcome Norma to Nucor’s Board of Directors and we look forward to benefiting from her experience 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.

Contact Information

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

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

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 282111

footer;Phone 704-366-7000 Fax 704-362-4208 www.nucor.com

XML

Document and Entity Information	Aug. 11, 2021
Cover [Abstract]
Entity Registrant Name	NUCOR CORP
Amendment Flag	false
Entity Central Index Key	0000073309
Document Type	8-K
Document Period End Date	Aug. 11, 2021
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
Written Communications	false
Soliciting Material	false
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