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): January 1, 2011
NUCOR CORPORATION
(Exact name of registrant as specified in its 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) |
Registrants 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Effective January 1, 2011, the Board of Directors (the Board) of Nucor Corporation (the Company) appointed John J. Ferriola, President and Chief Operating Officer of the Company and elected him to the Board to serve in the class of directors with a term expiring at the Companys 2012 annual meeting of stockholders. Mr. Ferriola has been Chief Operating Officer of Steelmaking Operations since 2007. He served as an Executive Vice President of Nucor from 2002 to 2007 and a Vice President from 1996 to 2001. He has been employed by the Company in various capacities since 1991.
Daniel R. DiMicco, who has served as the Companys President and Chief Executive Officer since September 2000 and also as its Chairman since May 2006, will continue to serve as the Companys Chairman and Chief Executive Officer.
A copy of the news release announcing Mr. Ferriolas appointment as President and Chief Operating Officer and his election to the Board is furnished as Exhibit 99.1.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Effective January 1, 2011, the Board approved an amendment to Article III, section 1 of the Companys Bylaws. As amended, section 1 of Article III provides that [t]he number of directors which shall constitute the whole board of directors shall be not less than three nor more than ten, the precise number to be determined from time to time by resolution of the board of directors. The Companys Bylaws previously provided for the Boards size range to be not less than three nor more than nine directors, as determined by the Board.
The preceding description is qualified in its entirety by reference to the text of the Companys Bylaws, as amended and restated as of January 1, 2011, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
3.1 | Bylaws of Nucor Corporation, as amended and restated | |
99.1 | News Release of Nucor Corporation, issued January 3, 2011 |
2
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 thereunto duly authorized.
NUCOR CORPORATION | ||
By: | /s/ James D. Frias | |
James D. Frias | ||
Chief Financial Officer, Treasurer and Executive Vice President |
Dated: January 3, 2011
3
INDEX TO EXHIBITS
Exhibit |
Description | |
3.1 | Bylaws of Nucor Corporation, as amended and restated | |
99.1 | News Release of Nucor Corporation, issued January 3, 2011 |
4