UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 |
Name of each exchange on which registered | ||
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 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On May 9, 2024, Nucor Corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the Company’s stockholders elected all eight of the Company’s nominees for director to serve until their terms expire at the Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified. Each nominee for director received a greater number of votes cast “for” his or her election than votes “withheld” from his or her election as reflected below. The Company’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024. Additionally, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2023. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 22, 2024. The final voting results for each of the proposals presented at the Annual Meeting are set forth below.
| 1. | Election of directors: |
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Norma B. Clayton |
187,808,892 | 2,914,656 | 23,566,873 | |||
| Patrick J. Dempsey |
186,800,795 | 3,922,753 | 23,566,873 | |||
| Nicholas C. Gangestad |
190,028,366 | 695,182 | 23,566,873 | |||
| Christopher J. Kearney |
181,368,448 | 9,355,100 | 23,566,873 | |||
| Laurette T. Koellner |
182,041,819 | 8,681,729 | 23,566,873 | |||
| Michael W. Lamach |
188,248,611 | 2,474,937 | 23,566,873 | |||
| Leon J. Topalian |
179,854,588 | 10,868,960 | 23,566,873 | |||
| Nadja Y. West |
187,866,289 | 2,857,259 | 23,566,873 |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 204,953,781 | 9,081,286 | 255,354 | — |
| 3. | Advisory vote to approve the Company’s named executive officer compensation in 2023: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 175,734,588 | 14,053,948 | 935,012 | 23,566,873 |
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: May 14, 2024 | By: | /s/ Stephen D. Laxton | ||||
| Stephen D. Laxton | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||
Document and Entity Information |
May 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | NUCOR CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0000073309 |
| Document Type | 8-K |
| Document Period End Date | May 09, 2024 |
| 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 |