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): October
20, 2009
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))
|
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 20, 2009, Nucor Corporation (the "Corporation") announced that Terry S.
Lisenby will retire from his position as Chief Financial Officer, Treasurer and
Executive Vice President of the Corporation, effective December 31, 2009.
Mr. Lisenby, age 58, joined the Corporation in 1985 and has been Chief
Financial Officer since January 1, 2000. Mr. Lisenby’s decision to
retire is not a result of any disagreement with the Corporation or its
management.
On the
same date, the Corporation announced the appointment of James D. Frias, the
Corporation’s Vice President and Corporate Controller, as the Chief Financial
Officer, Treasurer and Executive Vice President of the Corporation, effective
January 1, 2010. Mr. Frias, age 53, joined the Corporation in 1991,
was appointed Corporate Controller on June 15, 2001 and has served as Vice
President and Corporate Controller since February 26, 2006.
Mr. Frias
has executed an employment agreement (the “Employment Agreement”) with the
Corporation. Pursuant to the Employment Agreement, effective as of
January 1, 2010, Mr. Frias will be an at-will employee of the Corporation with a
base salary of $325,000 (subject to adjustment by the Corporation’s Board of
Directors), and Mr. Frias will be entitled to participate in all incentive
compensation plans for which executive officers of the Corporation are eligible,
which plans currently include the Corporation’s Annual Incentive Plan, Long-Term
Incentive Plan, and Restricted Stock Unit award
program. Further, Mr. Frias will be entitled to participate in
the Corporation’s benefit programs generally made available to executive
officers of the Corporation, including the Nucor Corporation Severance Plan for
Senior Officers and General Managers, and health, life and disability
insurance.
Additionally,
under the terms of the Employment Agreement, Mr. Frias has agreed not to compete
with the Corporation during the 24-month period following his termination of
employment with Nucor for any reason in exchange for monthly cash payments from
the Corporation during the non-competition period. The amount of each
monthly cash payment during the 24-month non-competition period will be equal to
the product of 3.36
times Mr. Frias’ highest annual base salary during the twelve months
immediately preceding the termination of his employment, divided by
twelve.
A copy of the news release announcing
the events described above is attached as Exhibit 99.1 and is incorporated in
this report by reference.
Item
9.01
|
Financial
Statements and Exhibits
|
Exhibit
99.1 News Release of Nucor Corporation dated
October 20, 2009
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/ Terry S.
Lisenby
|
|
|
Terry
S. Lisenby
|
|
|
Chief
Financial Officer, Treasurer and Executive Vice
President
|
Dated: October
20, 2009
INDEX
TO EXHIBITS
Exhibit No.
|
|
Description
|
|
|
|
Exhibit
99.1
|
|
News
Release of Nucor Corporation dated October 20,
2009
|