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 10, 2018
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) | |
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 (§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) | Nucor Corporation (the “Corporation”) held its annual meeting of stockholders on May 10, 2018. |
| (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 23, 2018 (the “2018 Proxy Statement”). The stockholders did not approve the one stockholder proposal presented at the Annual Meeting. For more information on the proposals, see the 2018 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 |
251,456,577 | 1,684,125 | 36,936,755 | |||||||||
| Patrick J. Dempsey |
250,769,684 | 2,371,018 | 36,936,755 | |||||||||
| John J. Ferriola |
245,894,505 | 7,246,197 | 36,936,755 | |||||||||
| Victoria F. Haynes, Ph.D. |
247,597,762 | 5,542,940 | 36,936,755 | |||||||||
| Christopher J. Kearney |
251,438,915 | 1,701,787 | 36,936,755 | |||||||||
| Laurette T. Koellner |
249,342,158 | 3,798,544 | 36,936,755 | |||||||||
| John H. Walker |
250,716,735 | 2,423,967 | 36,936,755 | |||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2018: |
| Votes For | Votes Against |
Abstentions | ||
| 285,290,007 | 4,378,477 | 408,973 |
| 3. | Advisory vote on named executive officer compensation: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 242,775,278 | 9,407,850 | 957,574 | 36,936,755 |
| 4. | Stockholder proposal regarding political lobbying report: |
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 90,108,992 | 155,885,500 | 7,146,210 | 36,936,755 |
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, 2018 | By: | /s/ James D. Frias | ||||||
| James D. Frias Chief Financial Officer, Treasurer and Executive Vice President | ||||||||