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 8, 2014
NUCOR CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 1-4119 | 13-1860817 | |
| (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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The Corporation held its annual meeting of stockholders on May 8, 2014.
(b) At the meeting, stockholders elected all nine 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, 2014. 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 25, 2014 (the “2014 Proxy Statement”). The stockholders approved the Nucor Corporation 2014 Omnibus Incentive Compensation Plan. The stockholders did not approve the stockholder proposal presented at the meeting. For more information on the proposals, see the 2014 Proxy Statement. The final voting results for each of the proposals presented at the meeting are set forth below.
1. Election of directors:
| Broker | ||||||||||||
| Director |
Votes For | Votes Withheld | Non-Votes | |||||||||
| Peter C. Browning |
227,611,166 | 15,367,156 | 33,077,256 | |||||||||
| John J. Ferriola |
238,714,757 | 4,263,565 | 33,077,256 | |||||||||
| Harvey B. Gantt |
239,645,981 | 3,332,340 | 33,077,256 | |||||||||
| Gregory J. Hayes |
241,158,787 | 1,819,534 | 33,077,256 | |||||||||
| Victoria F. Haynes, Ph.D. |
239,278,256 | 3,700,065 | 33,077,256 | |||||||||
| Bernard L. Kasriel |
241,025,450 | 1,952,871 | 33,077,256 | |||||||||
| Christopher J. Kearney |
238,834,747 | 4,143,574 | 33,077,256 | |||||||||
| Raymond J. Milchovich |
240,439,521 | 2,538,801 | 33,077,256 | |||||||||
| John H. Walker |
241,066,328 | 1,911,995 | 33,077,256 | |||||||||
2. Ratification of PricewaterhouseCoopers LLP:
| Votes For | Votes Against | Abstentions | ||||||||
| 273,851,644 | 1,711,260 | 492,673 | ||||||||
3. Advisory vote on executive compensation:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 236,626,672 | 5,137,251 | 1,213,946 | 33,077,708 | |||||||||||
2
4. Approval of the Nucor Corporation 2014 Omnibus Incentive Compensation Plan:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 232,972,452 | 9,202,643 | 802,774 | 33,077,708 | |||||||||||
5. Stockholder proposal regarding director election majority vote standard:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 100,774,764 | 140,039,982 | 2,163,003 | 33,077,828 | |||||||||||
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 13, 2014 | By: | /s/ James D. Frias | ||||
| James D. Frias | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||
3