<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
( ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
NUCOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(X ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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nucor corporation
2100 Rexford Road Charlotte, North Carolina 28211
Telephone 704/366-7000 Facsimile 704/362-4208
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1996 annual meeting of stockholders of Nucor Corporation will be held in
Room C on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue
(between 47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 9,
1996, to elect two directors for three years and until their successors are
elected and qualified (and to conduct such other business as may properly come
before the meeting).
Stockholders of record at the close of business on March 11, 1996, are
entitled to notice of and to vote at the meeting.
IT IS IMPORTANT THAT YOU VOTE. PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD, WHICH REQUIRES NO POSTAGE, TO INSURE THAT YOU WILL BE REPRESENTED AT
THE MEETING. YOUR PROMPT ATTENTION IS REQUESTED.
By order of the Board of Directors,
SAMUEL SIEGEL
Vice Chairman and Chief Financial Officer,
March 22, 1996 Treasurer and Secretary
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of Nucor
Corporation for use at the 1996 annual meeting of stockholders to be held on
Thursday, May 9, 1996, and any adjournment. The proxy may be revoked by the
stockholder by letter to the Secretary of Nucor received before the meeting, or
by utilizing a ballot at the meeting. In addition to solicitation by mail,
arrangements may be made with third parties, including brokerage firms and other
custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor.
The total number of outstanding shares of common stock as of February 29, 1996
was 87,640,573. Only stockholders of record at the close of business on March
11, 1996 are entitled to notice of, and to vote at, the meeting. A majority of
the outstanding shares constitutes a quorum. In voting on matters other than the
election of directors, each stockholder has one vote for each share of stock
held. With respect to the election of directors, stockholders have cumulative
voting rights, which means that each stockholder has the number of votes equal
to the number of shares held times the number of directors to be elected.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum. For matters other than the election of
directors, abstentions are counted in tabulations of votes cast on proposals
presented to stockholders, and have the effect of voting against such proposals;
broker non-votes are not counted for purposes of determining whether a proposal
has been approved. Directors are elected by plurality vote; thus, any shares not
voted (abstention, broker non-vote or otherwise) have no effect. Unless
otherwise specified, matters other than the election of directors require the
vote of a majority of the shares represented at the meeting. The shares
represented by the enclosed proxy will be voted if the proxy is properly signed
and received prior to the meeting, and is not revoked by the stockholder, and
will give to the persons appointed as proxies the discretionary authority to
cumulate votes.
At February 29, 1996, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power 7,421,700
shares (8.47%); and FMR Corporation (Fidelity Funds) beneficially owned, with
voting and investment power, 5,184,040 shares (5.92%); of the outstanding common
stock of Nucor.
The 1995 annual report of Nucor, including financial statements, is being
mailed to all stockholders of record together with this proxy statement. Any
stockholder proposal intended to be included in Nucor's proxy statement for its
1997 annual meeting of stockholders must be received by Nucor not later than
November 22, 1996.
1
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ELECTION OF DIRECTORS
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the
election of directors.
Nucor's Board of Directors is divided into three classes. The terms of two
directors, F. Kenneth Iverson and James W. Cunningham, expire in 1996, and
therefore two places on Nucor's Board are to be filled at the 1996 annual
meeting of stockholders. It is intended that votes will be cast pursuant to the
enclosed proxy (unless authority is specifically withheld) for re-election of
Mr. Iverson and Mr. Cunningham as directors for terms expiring in 1999 and until
their successors are elected and qualified. They have agreed to continue to
serve as directors if elected. If they should become unable to serve, the
enclosed proxy will be voted for the election of such other persons, if any, as
Nucor's Board of Directors may designate.
NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
Unless otherwise specified, proxies will be voted FOR the election of directors.
The following table sets forth certain information about all of the directors,
as of February 29, 1996:
<TABLE>
<CAPTION>
COMMON STOCK
"BENEFICIALLY
PRINCIPAL OCCUPATION OWNED" (AND
AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF
NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE)
<S> <C> <C> <C> <C>
H. David Aycock (65) Former President and Chief Operating Officer of Nucor; 1971 1997 673,003 (0.77%)
Director, Bowater Incorporated
John D. Correnti (48) Vice Chairman, President and 1992 1998 54,901 (0.06%)
Chief Executive Officer of Nucor;
Director, Harnischfeger Industries, Inc.,
Navistar International Corporation and CEM Corporation
James W. Cunningham (75) Former Vice President of Nucor 1991 1996 456,064 (0.52%)
F. Kenneth Iverson (70) Chairman of Nucor; 1965 1996 762,278 (0.87%)
Director, Wal-Mart Stores, Inc.,
The Wachovia Corporation and Spreckels Industries, Inc.
James D. Hlavacek (52) Managing Director, Market Driven Management 1996 1998 800 --
Samuel Siegel (65) Vice Chairman, Chief Financial Officer, 1968 1997 540,845 (0.62%)
Treasurer and Secretary of Nucor
All 23 directors and senior officers as a group (including those named above) 3,464,391 (3.95%)
</TABLE>
NOTE
Common stock "beneficially owned" includes (as defined by the rules of the
Securities and Exchange Commission), the following shares not owned by the
above-named persons, but which they have the right to acquire pursuant to the
exercise of stock options: Mr. Correnti, 10,810; Mr. Iverson, 9,816; Mr. Siegel,
17,160; all directors and senior officers as a group (including those named
above), 171,613. The above-named persons had sole voting and investment power
(and shared voting and investment power) over shares "beneficially owned", as
follows: Mr. Aycock, 540,703 (132,300); Mr. Correnti, 54,901 (none); Mr.
Cunningham, none (456,064); Mr. Iverson, 514,765 (247,513); Mr. Hlavacek, none
(800); Mr. Siegel, 465,875 (74,970); all directors and senior officers as a
group (including those named above) 2,467,561, (996,830).
Mr. Hlavacek is Managing Director of Market Driven Management, an industrial
marketing training firm he founded in 1976.
The Board of Directors of Nucor had six meetings during 1995. The Board has a
standing Audit Committee with the following functions: ratify the selection of
the independent auditor; review the overall plan and scope of the annual audit;
review annual financial statements; review the results of the annual audit;
inquire into important accounting, reporting, control and audit matters; and
report and make recommendations to the full Board. The members of the Audit
Committee are Mr. Aycock and Mr. Cunningham. The Audit Committee held two
meetings during 1995. The Board of Directors does not have a nominating or
compensation committee; the Board itself performs these functions. Directors who
are not senior officers are paid standard directors' fees of $5,000 quarterly.
Audit Committee members are not paid additional fees.
2
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The following table sets forth compensation information for the chief
executive officer and for the other four highest-compensated senior officers
whose cash compensation exceeded $100,000 for 1995:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
CASH STOCK STOCK
INCENTIVE INCENTIVE OPTIONS
BASE COMPENSATION COMPENSATION GRANTED
NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES)
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson (70) Chairman 1995 $322,500 $840,572 $622,605 3,243
(since 1996), 1994 312,225 843,007 624,431 2,717
previously Chairman, 1993 275,000 372,865 276,183 3,856
Chief Executive Officer 1992 266,200 147,280 109,020 6,394
1991 256,000 64,491 47,726 7,516
John D. Correnti (48) Vice Chairman, President, 1995 242,300 631,537 467,797 2,162
Chief Executive Officer 1994 234,600 633,420 469,197 1,812
(since 1996), 1993 204,000 276,598 204,845 2,572
previously President, 1992 195,000 107,887 79,864 4,264
Chief Operating Officer 1991 159,682 40,227 29,762 4,384
Samuel Siegel (65) Vice Chairman, 1995 242,300 631,537 467,797 2,433
Chief Financial Officer 1994 234,600 633,420 469,197 2,039
1993 207,000 280,666 207,866 2,894
1992 200,000 110,654 81,902 4,798
1991 192,400 48,469 35,839 4,996
Larry A. Roos (54) Vice President 1995 179,700 468,375 346,920 1,622
1994 164,570 444,339 329,115 1,359
1993 146,012 197,974 146,598 1,929
1992 136,600 75,576 55,960 3,198
1991 131,400 33,102 24,489 3,760
Daniel R. DiMicco (45) Vice President 1995 174,900 455,864 337,666 1,622
(since 1992) 1994 157,500 425,250 314,962 1,359
1993 124,500 168,806 125,027 1,929
1992 100,000 55,327 40,914 3,198
</TABLE>
NOTE
All of Nucor's employees, except senior officers, participate in various
incentive compensation plans which are based on Nucor's profitability and
productivity. In addition, all of Nucor's employees, except senior officers,
participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes
at least 10% of each year's pre-tax earnings. Nucor's senior officers
participate only in Nucor's Senior Officers Cash and Stock Incentive
Compensation Plans, which are based on Nucor's profitability. Pursuant to the
Senior Officers Incentive Plans, a portion (approximately 3.5% for 1996 and 4.2%
for 1995) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($163,800,000 for 1996 and $126,500,000 for 1995) is payable to senior
officers, partly in cash and partly in stock, as incentive compensation. The
cash and stock are allocated for each year to senior officers according to base
salary. Since the inception of the Senior Officers Incentive Plans in 1966, the
earnings base (below which nothing is payable) has been increased sixteen times,
from $500,000 to the present $163,800,000. Pursuant to the Senior Officers
Incentive Stock Plan, the above-named persons held shares of stock, which have
been issued during the 30 years since the 1966 effective inception of the Stock
Plan, and which were restricted as to transfer at December 31, 1995 (with
"value" as defined by the rules of the Securities and Exchange Commission) as
follows: Mr. Iverson, 193,271 ($11,040,606); Mr. Siegel, 104,461 ($5,967,335);
Mr. Correnti, 36,740 ($2,098,773); Mr. Roos, 33,017 ($1,886,096); Mr. DiMicco,
7,726 ($441,348).
3
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<PAGE>
The following tables set forth stock option information for the chief
executive officer and for the four other highest-compensated senior officers
whose cash compensation exceeded $100,000 for 1995:
STOCK OPTION GRANTS IN 1995 (NOTE)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
STOCK OPTIONS GRANTED IN 1995 OF STOCK OPTIONS GRANTED IN 1995
NUMBER PERCENT OF TOTAL 5% ANNUAL
OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE
NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION
<S> <C> <C> <C> <C> <C>
F. Kenneth Iverson 1,519 1.3% $56.06 February 29, 2000 $ 23,527
1,724 1.5% 49.41 August 31, 2000 23,534
John D. Correnti 1,013 .9% 56.06 February 29, 2000 15,690
1,149 1.0% 49.41 August 31, 2000 15,685
Samuel Siegel 1,140 1.0% 56.06 February 29, 2000 17,657
1,293 1.1% 49.41 August 31, 2000 17,651
Larry A. Roos 760 .7% 56.06 February 29, 2000 11,771
862 .8% 49.41 August 31, 2000 11,767
Daniel R. DiMicco 760 .7% 56.06 February 29, 2000 11,771
862 .8% 49.41 August 31, 2000 11,767
<CAPTION>
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
F. Kenneth Iverson $ 51,988
52,005
John D. Correnti 34,670
34,660
Samuel Siegel 39,017
39,004
Larry A. Roos 26,011
26,002
Daniel R. DiMicco 26,011
26,002
</TABLE>
NOTE
116 key employees, including senior officers, participate in Nucor's Incentive
Stock Option Plans, pursuant to which stock options are granted at 100% of the
market value on the date of grant. During 1995, key employees, other than the
above-named senior officers, were granted stock options for 104,354 shares (90%
of the total stock options granted to all employees), at the same exercise
prices and expiration dates as the above-named senior officers. The potential
realizable value of stock options granted to these other key employees was
$1,515,305 at 5% annual stock price appreciation and $3,348,428 at 10% annual
stock price appreciation.
STOCK OPTION EXERCISES IN 1995
AND YEAR-END 1995 STOCK OPTION DATA (NOTE)
<TABLE>
<CAPTION>
"VALUE" OF
UNEXERCISED
IN-THE-MONEY
STOCK
NUMBER OF UNEXERCISED OPTIONS
STOCK OPTIONS AT YEAR-END
STOCK OPTIONS EXERCISED IN 1995 AT YEAR-END 1995 1995
NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
F. Kenneth Iverson 13,910 $323,718 8,092 1,724 $ 51,598
John D. Correnti 6,888 201,333 9,661 1,149 172,350
Samuel Siegel none none 15,867 1,293 376,663
Larry A. Roos 9,462 308,912 4,048 862 25,814
Daniel R. DiMicco none none 4,048 862 25,814
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson $13,301
John D. Correnti 8,865
Samuel Siegel 9,976
Larry A. Roos 6,650
Daniel R. DiMicco 6,650
</TABLE>
NOTE
"Value" (as defined by the rules of the Securities and Exchange Commission) is
the excess of the market price over the exercise price. During 1995, key
employees, other than the above-named senior officers, acquired 130,710 shares
on exercise of stock options, with a "value" realized of $4,578,466. At year-end
1995, these other key employees had 478,139 unexercised stock options, 423,185
of which were exercisable and 54,954 were unexercisable. At year-end 1995, these
other key employees had unexercised in-the-money stock options, with a "value"
of $7,975,816 for exercisable stock options, and $423,970 for unexercisable
stock options.
4
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<PAGE>
BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION
Nucor's senior officers compensation program is significantly oriented towards
Nucor's Senior Officers Cash and Stock Incentive Compensation Plans. These
Senior Officers Incentive Plans directly link Nucor's performance and the senior
officers compensation. All of Nucor's senior officers, including the chief
executive officer, participate in the Senior Officers Incentive Plans. These
Senior Officers Incentive Plans began in 1966 and are based solely on Nucor's
profitability, with a portion of each year's pre-tax earnings in excess of an
earnings base payable to senior officers, partly in cash and partly in stock.
The cash and stock are allocated for each year to senior officers according to
base salary. Nucor's Board of Directors reviews national surveys of the base
salaries and total compensation of chief executive officers and senior officers
in manufacturing companies with sales comparable to Nucor. Nucor's Board of
Directors then sets the base salaries of Nucor's chief executive officer and
senior officers at a low level compared with the median for comparable positions
in such other manufacturing companies. Nucor's Board of Directors then also sets
the earnings base for the Senior Officers Incentive Plans (below which nothing
is payable), taking into consideration Nucor's growth, profitability and
capital. Since the inception of the Senior Officers Incentive Plans in 1966,
this earnings base (below which nothing is payable) has been increased sixteen
times, from $500,000 to the present $163,800,000.
All of Nucor's 116 key employees, including senior officers, participate in
Nucor's Incentive Stock Option Plans. Under these Incentive Stock Option Plans,
stock options are granted at 100% of the market value on the date of grant.
Stock option grants to Nucor's chief executive officer and senior officers are
substantially below the median for comparable positions in manufacturing
companies with sales comparable to Nucor. The dollar amount of options granted
is established by Nucor's Board of Directors for the various positions held by
key employees. These Incentive Stock Option Plans provide incentive for all key
employees, including the chief executive officer and senior officers, by further
identifying their interests with those of Nucor's stockholders, since these key
employees benefit only if Nucor's stockholders benefit by increases in Nucor's
stock price.
Nucor's senior officers do not participate in Nucor's Profit Sharing Plans.
Nucor's senior officers do not participate in any pension plan.
Nucor has received commendations for its long-term policy (more than 26 years)
of linking senior officers compensation to Nucor's performance. Since Nucor's
present management was elected in late 1965, Nucor's sales have increased
15,000%; Nucor's net earnings have increased 434,000%; Nucor's stockholders'
equity has increased 181,000%; and the total market value of Nucor's common
stock has increased 33,000%. Nucor's entire Board of Directors, which performs
the functions of determining senior officers compensation and rendering this
report, consisted of the following: H. David Aycock, John D. Correnti, James W.
Cunningham, James D. Hlavacek, F. Kenneth Iverson, and Samuel Siegel.
STOCK PERFORMANCE GRAPH
This graphic comparison assumes
the investment of $100 in Nucor
(STOCK PERFORMANCE Common Stock, $100 in the S&P 500
CHART APPEARS HERE) Index, and $100 in the S&P Steel
Group Index, all at year-end 1990.
(Plot points appear below) The resulting cumulative total
return assumes that cash dividends
were reinvested. Nucor Common
Stock comprised 39% of the S&P
Steel Group Index at year-end 1995
(29% at year-end 1990).
Indexed Returns
YEARS ENDING
Company/Index Dec90 Dec91 Dec92 Dec93 Dec94 Dec95
NUCOR CORP 100 145.09 255.75 347.04 363.63 377.13
S&P 500 COMPOSITE 100 130.47 140.41 154.56 156.60 215.45
STEEL 100 122.88 160.77 211.54 205.74 190.78
5
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<PAGE>
OTHER MATTERS
Nucor's Board of Directors does not intend to present any matters to the
meeting other than as set forth above, and knows of no other matter to be
brought before the meeting. However, if any other matter comes before the
meeting, or any adjournment, it is intended that the persons named in the
enclosed proxy will vote such proxy according to their best judgement.
Nucor's financial statements are audited by Coopers & Lybrand L.L.P. A
representative of that firm will be present at the meeting with an opportunity
to make a statement and answer appropriate questions.
By order of the Board of Directors,
F. KENNETH IVERSON
Chairman
March 22, 1996
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
6
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APPENDIX
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<PAGE>
NUCOR COPORATION
PROXY
2100 Rexford Road Charlotte, North Carolina 28211
Phone (704)366-7000 Fax (704)362-4208
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1996 annual meeting
of stockholders, to be held at 2:00 P.M. on Thursday, May 9,
1996, in Room C on the 11th Floor of Chemical Banking Corporation, 270
Park Avenue (between 47th and 48th Streets), New York City.
F. Kenneth Iverson and Samuel Siegel, and either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned
at the 1996 annual meeting of stockholders, and any adjournment, on the
following proposal, as set forth in the proxy statement,
and upon such other matters as may properly come before the meeting:
Elect F. Kenneth Iverson and James W. Cunningham directors for three years
(Nucor's Board of Directors recommends a vote FOR).
THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.
PLEASE SIGN AND DATE ON THE OTHER SIDE.
<PAGE>
<PAGE>
THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS
OTHERWISE INDICATED.
Nucor's Board of Directors recommends that you
vote FOR
For ( ) no vote on ( ) election as directors of F. Kenneth Iverson
and James W. Cunningham
(to withhold your vote for either person, strike a line through
that person's name)
DATED , 1996
SIGNED
Please sign your name exactly as
printed.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
<PAGE>
