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): May 9, 2019

 

 

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

N/A

(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))

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 (17 CFR §240.12b-2).

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. ☐

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

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)

Nucor Corporation (the “Corporation”) held its annual meeting of stockholders on May 9, 2019.

 

(b)

At the Annual Meeting, stockholders elected all seven of the directors nominated by the Board to serve for a term of one year and until their successors are duly elected and qualified. Each 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 stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2018. Additionally, the stockholders approved, on an advisory basis, the compensation of the Corporation’s named executive officers as disclosed in the Corporation’s proxy statement dated March 22, 2019 (the “2019 Proxy Statement”). The stockholders did not approve the two stockholder proposals presented at the Annual Meeting. For more information on the proposals, see the 2019 Proxy Statement. The final voting results for each of the proposals presented at the Annual Meeting are set forth below.

 

  1.

Election of Directors:

 

Director

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

Lloyd J. Austin III    229,005,635    2,383,923    36,827,771
Patrick J. Dempsey    229,100,785    2,288,773    36,827,771
John J. Ferriola    222,518,608    8,870,950    36,827,771
Victoria F. Haynes, Ph.D.    224,701,254    6,688,304    36,827,771
Christopher J. Kearney    223,283,839    8,105,719    36,827,771
Laurette T. Koellner    227,828,354    3,561,204    36,827,771
John H. Walker    225,852,470    5,537,088    36,827,771

 

  2.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2019:

 

Votes For

  

Votes Against

  

Abstentions

260,223,498

   7,582,609    411,222

 

  3.

Advisory vote on named executive officer compensation:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

169,857,637

   60,583,228    948,693    36,827,771

 

  4.

Stockholder proposal regarding lobbying report:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

78,467,940

   138,090,499    14,831,119    36,827,771

 

2

  5.

Stockholder proposal regarding political spending report:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

93,463,831

   136,728,026    1,197,701    36,827,771

 

3

SIGNATURE

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, 2019     By:  

/s/ James D. Frias

      James D. Frias
      Chief Financial Officer, Treasurer and Executive Vice President

 

4

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