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Form 8-K NUCOR CORP For: Aug 08

August 9, 2022 9:02 AM EDT

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NUCOR CORP false 0000073309 0000073309 2022-08-08 2022-08-08

 

 

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 8, 2022

 

 

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

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 8, 2022, the Board of Directors of Nucor Corporation (the “Company”) elected Michael W. Lamach as a director, effective September 1, 2022, with a term expiring at the Company’s 2023 annual meeting of stockholders. Concurrent with his election as a director, Mr. Lamach 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. Lamach and any other persons pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Lamach that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Lamach has never served as one of the Company’s officers or employees.

Mr. Lamach 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 United States Securities and Exchange Commission on March 25, 2022, as adjusted by the Company’s Board of Directors from time to time.

A copy of the news release announcing Mr. Lamach’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 9, 2022
104    Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL


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 9, 2022     By:  

/s/ Stephen D. Laxton

      Stephen D. Laxton
      Chief Financial Officer, Treasurer and Executive Vice President

Exhibit 99.1

 

News Release                    LOGO

Nucor Announces the Addition of Michael W. Lamach

to the Nucor Board of Directors

CHARLOTTE, N.C. – August 9, 2022 – Nucor Corporation (NYSE: NUE) announced today that on August 8, 2022, its Board of Directors elected Michael W. Lamach as a director, effective September 1, 2022.

Mr. Lamach, 59, served as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 2021 until his retirement in December 2021. Previously, Mr. Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 2021. Mr. Lamach served in a number of leadership roles with Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010, President and Chief Operating Officer from 2009 to February 2010, President of Trane Commercial Systems from 2008 to 2009, and President of the Security Technologies Sector from 2004 to 2008. Prior to his time with Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls International plc. Mr. Lamach currently serves on the board of directors of PPG Industries, Inc. He served as a director of Ingersoll-Rand from 2010 to 2020 and of Trane Technologies from 2020 to 2021. Mr. Lamach also served as Chair of the Board of the National Association of Manufacturers from 2019 to 2021.

“Mike brings to the Board significant leadership, corporate governance, mergers and acquisitions, strategic and operational expertise gained from years of experience as the chairman and chief executive officer of global companies,” said Leon J. Topalian, President and Chief Executive Officer of Nucor. “We are fortunate to have him join the Nucor team.”

“We are excited to welcome Mike to Nucor’s Board of Directors. We look forward to benefiting from his 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 racking; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; precision castings; steel fasteners; metal building systems; insulated metal panels; overhead doors; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company and its affiliates, 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.

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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



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