Edgar Filing: NUCOR CORP

NUCOR CORPORATION

Date: May 14, 2013

/s/ James D. Frias

James D. Frias

Chief Financial Officer, Treasurer and Executive Vice President

Form 8-K

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, 2013

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 9, 2013.

(b) At the meeting, stockholders elected all ten 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, 2013. The stockholders approved the senior officers annual and long-term incentive plans. The stockholders did not approve the amendment of Nucor’s Restated Certificate of Incorporation, the amendment of Nucor’s Bylaws, or either of the stockholder proposals presented at the meeting. For more information on the proposals, see the Corporation’s proxy statement dated March 27, 2013. The final voting results for each of the proposals presented at the meeting are set forth below.

1.	Election of directors:


Director	Votes For		Votes Withheld		Broker Non-Votes
Peter C. Browning		215,742,252		20,751,829		37,163,670
Clayton C. Daley, Jr.		229,161,199		7,332,877		37,163,675
Daniel R. DiMicco		233,320,503		3,173,573		37,163,675
John J. Ferriola		234,047,384		2,446,691		37,163,675
Harvey B. Gantt		229,223,150		7,270,921		37,163,680
Victoria F. Haynes, Ph.D		229,289,459		7,204,617		37,163,675
Bernard L. Kasriel		230,236,242		6,257,834		37,163,675
Christopher J. Kearney		227,591,432		8,902,644		37,163,675
Raymond J. Milchovich		230,343,316		6,150,759		37,163,675
John H. Walker		230,291,368		6,202,708		37,163,675

2.	Ratification of PricewaterhouseCoopers LLP:


Votes For		Votes Against		Abstentions
	270,393,290		2,771,658		492,803

3.	Approval of the senior officers annual and long-term incentive plans:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	229,914,309		5,804,011		775,230		37,164,201

4.	Approval of the amendment of Nucor’s Restated Certificate of Incorporation to reduce the supermajority voting thresholds:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	201,260,903		34,672,254		560,007		37,164,586

5.	Approval of the amendment of Nucor’s Bylaws to reduce the supermajority voting thresholds:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	201,071,443		34,830,911		591,206		37,164,191

6.	Stockholder proposal regarding director election majority vote standard:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	95,404,002		140,054,854		1,034,696		37,164,200

7.	Stockholder proposal regarding report on lobbying activities:


Votes For		Votes Against		Abstentions		Broker Non-Votes
	63,395,978		149,857,157		23,240,926		37,163,690

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.