SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
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-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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):
( ) No fee required
(X) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: $125
( ) Fee paid previously 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:
<PAGE>
nucor corporation
2100 Rexford Road Charlotte, North Carolina 28211
Telephone 704/366-7000 Facsimile 704/362-4208
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1997 annual meeting of stockholders of Nucor Corporation will be held in
Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th
and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 8, 1997, for the
following purposes (and to conduct such other business as may properly come
before the meeting): (1) elect two directors for three years; and (2) approve
the 1997 Key Employees Stock Option Plan.
Stockholders of record at the close of business on March 10, 1997, 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 21, 1997 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 1997 annual meeting of stockholders to be held on
Thursday, May 8, 1997, 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 28, 1997
was 87,848,847. Only stockholders of record at the close of business on March
10, 1997 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 28, 1997, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power, 7,492,400
shares (8.53%); and FMR Corporation (Fidelity Funds) beneficially owned, with
voting and investment power, 8,395,170 shares (9.56%); of the outstanding common
stock of Nucor.
The 1996 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
1998 annual meeting of stockholders must be received by Nucor not later than
November 21, 1997.
1
<PAGE>
PROPOSAL 1 -- 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, H. David Aycock and Samuel Siegel, expire in 1997, and therefore two
places on Nucor's Board are to be filled at the 1997 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. Aycock
and Mr. Siegel as directors for terms expiring in 2000 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 28, 1997:
<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 (66) Former President of Nucor (until 1991); 1971 1997 673,003 (0.77%)
Director, Bowater Incorporated
John D. Correnti (49) Vice Chairman, President and Chief Executive Officer of Nucor; 1992 1998 56,513 (0.06%)
Director, CEM Corporation, Harnischfeger Industries, Inc. and
Navistar International Corporation
James W. Cunningham (76) Former Vice President of Nucor (until 1988) 1991 1999 456,064 (0.52%)
F. Kenneth Iverson (71) Chairman of Nucor; Director, Tultex Corporation 1965 1999 750,573 (0.85%)
James D. Hlavacek (53) Managing Director, Market Driven Management 1996 1998 1,100 --
Samuel Siegel (66) Vice Chairman, Chief Financial Officer, 1968 1997 531,685 (0.61%)
Treasurer and Secretary of Nucor
All 25 directors and senior officers as a group (including those named above) 3,527,880 (4.02%)
</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, 12,087; Mr. Iverson, 13,757; Mr.
Siegel, 10,321; all directors and senior officers as a group (including those
named above), 170,011. 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, 56,513 (none); Mr.
Cunningham, none (456,064); Mr. Iverson, 503,060 (247,513); Mr. Hlavacek, none
(1,100); Mr. Siegel, 456,715 (74,970); all directors and senior officers as a
group (including those named above) 2,526,125, (1,001,755).
The Board of Directors of Nucor had seven meetings during 1996. 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, Mr. Cunningham, and Mr. Hlavacek. The Audit Committee
held two meetings during 1996. 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 $5,200
quarterly. Audit Committee members are not paid additional fees.
2
<PAGE>
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 1996:
<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 (71) Chairman 1996 $333,150 $485,985 $359,958 3,941
(since 1996), 1995 322,500 840,572 622,605 3,243
previously Chairman and 1994 312,225 843,007 624,431 2,717
Chief Executive Officer 1993 275,000 372,865 276,183 3,856
1992 266,200 147,280 109,020 6,394
John D. Correnti (49) Vice Chairman, President, 1996 280,392 409,024 302,940 3,449
Chief Executive Officer 1995 242,300 631,537 467,797 2,162
(since 1996), 1994 234,600 633,420 469,197 1,812
previously President and 1993 204,000 276,598 204,845 2,572
Chief Operating Officer 1992 195,000 107,887 79,864 4,264
Samuel Siegel (66) Vice Chairman, 1996 250,350 365,200 270,504 2,955
Chief Financial Officer, 1995 242,300 631,537 467,797 2,433
Treasurer and Secretary 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
Larry A. Roos (55) Vice President 1996 185,666 270,842 200,583 1,970
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
Daniel R. DiMicco (46) Vice President 1996 185,666 270,842 200,583 1,970
1995 174,900 455,864 337,666 1,622
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 1997 and 3.5%
for 1996) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($200,000,000 for 1997 and $163,800,000 for 1996) 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 seventeen
times, from $500,000 to the present $200,000,000. Pursuant to the Senior
Officers Incentive Stock Plan, the above-named persons held shares of stock,
which have been issued during the 31 years since the 1966 effective inception of
the Stock Plan, and which were restricted as to transfer at December 31, 1996
(with "value" as defined by the rules of the Securities and Exchange Commission)
as follows: Mr. Iverson, 18,110 ($923,610); Mr. Correnti, 40,152 ($2,047,752);
Mr. Siegel, 13,612 ($694,212); Mr. Roos, 35,631 ($1,817,181); Mr. DiMicco,
12,139 ($619,089).
3
<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 1996:
STOCK OPTION GRANTS IN 1996 (NOTE)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
STOCK OPTIONS GRANTED IN 1996 OF STOCK OPTIONS GRANTED IN 1996
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 1,836 1.2% $54.44 February 28, 2001 $ 27,615
2,105 1.4% 47.50 August 31, 2001 27,625
John D. Correnti 1,607 1.0% 54.44 February 28, 2001 24,171
1,842 1.2% 47.50 August 31, 2001 24,173
Samuel Siegel 1,377 0.9% 55.44 February 28, 2001 20,711
1,578 1.0% 47.50 August 31, 2001 20,709
Larry A. Roos 918 0.6% 54.44 February 28, 2001 13,807
1,052 0.7% 47.50 August 31, 2001 13,806
Daniel R. DiMicco 918 0.6% 54.44 February 28, 2001 13,807
1,052 0.7% 47.50 August 31, 2001 13,806
<CAPTION>
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
F. Kenneth Iverson $ 61,022
61,043
John D. Correnti 53,411
53,417
Samuel Siegel 45,766
45,761
Larry A. Roos 30,511
30,507
Daniel R. DiMicco 30,511
30,507
</TABLE>
NOTE
130 key employees, including senior officers, participate in Nucor's Key
Employees Incentive Stock Option Plan, pursuant to which stock options are
granted at 100% of the market value on the date of grant. During 1996, key
employees, other than the above-named senior officers, were granted stock
options for 141,002 shares (91% 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 $1,974,290 at 5% annual stock price appreciation
and $4,362,664 at 10% annual stock price appreciation.
STOCK OPTION EXERCISES IN 1996
AND YEAR-END 1996 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 1996 AT YEAR-END 1996 1996
NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
F. Kenneth Iverson none none 11,652 2,105 $ 29,103
John D. Correnti none none 12,417 1,842 131,228
Samuel Siegel 9,794 $337,937 8,743 1,578 21,842
Larry A. Roos 1,929 18,880 3,899 1,052 1,371
Daniel R. DiMicco none none 5,828 1,052 14,560
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson $ 7,368
John D. Correnti 6,447
Samuel Siegel 5,523
Larry A. Roos 3,682
Daniel R. DiMicco 3,682
</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 1996, key
employees, other than the above-named senior officers, acquired 109,414 shares
on exercise of stock options, with a "value" realized of $3,499,500. At year-end
1996, these other key employees had 506,895 unexercised stock options, 431,547
of which were exercisable and 75,348 were unexercisable. At year-end 1996, these
other key employees had unexercised in-the-money stock options, with a "value"
of $3,047,580 for exercisable stock options, and $263,718 for unexercisable
stock options.
4
<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 seventeen
times, from $500,000 to the present $200,000,000.
All of Nucor's 130 key employees, including senior officers, participate in
Nucor's Key Employees Incentive Stock Option Plan. Under the Incentive Stock
Option Plan, 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 for key employees is established by Nucor's Board of Directors.
The Incentive Stock Option Plan provides 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 30 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
16,000%; Nucor's net earnings have increased 392,000%; Nucor's stockholders'
equity has increased 211,000%; and the total market value of Nucor's common
stock has increased 30,000%. 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
(Stock Performance graph appears
here. Plot points are below.) This graphic comparison assumes
the investment of $100 in Nucor
Measurment Nucor S&P 500 S&P Steel Common Stock, $100 in the S&P 500
Period Corporation Index Group Index, and $100 in the S&P Steel
(year) Group Index, all at year-end 1991.
1991 100.00 100.00 100.00 The resulting cumulative total
1992 176.27 107.62 130.84 return assumes that cash dividends
1993 239.20 118.46 172.15 were reinvested. Nucor Common
1994 250.63 120.23 167.44 Stock comprised 29% of the S&P
1995 259.94 165.13 155.26 Steel Group Index at year-end 1996
1996 233.48 203.05 138.61 (28% at year-end 1991).
5
<PAGE>
PROPOSAL 2 -- 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the
1997 Key Employees Incentive Stock Option Plan.
Nucor presently has a 1988 Key Employees Incentive Stock Option Plan, which
expires this year. Under this expiring Plan, options for 504,733 shares were
outstanding at February 28, 1997, all at 100% of the market price on the date of
grant.
Because the 1988 Plan expires this year, Nucor's Board of Directors has
approved a new Plan for submission to the stockholders. A copy of the new Plan
is included at the end of this proxy statement.
The purpose of the new Plan, as was the purpose of the expiring Plan, is to
provide greater incentive for key employees to maximize Nucor's profits by
encouraging them to purchase stock on a basis mutually advantageous to both the
key employees and Nucor. The new Plan should also help to retain key employees
and attract outstanding new key employees, as needed, in competition with other
industrial firms which also have stock option plans.
NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NEW PLAN.
Unless otherwise specified, proxies will be voted FOR the new Plan. The
affirmative vote of a majority of the outstanding shares entitled to vote is
necessary for approval.
Under the new Plan, options may be granted from time to time during the period
from July 1, 1997 through March 1, 2007, to key employees of Nucor or any
subsidiary, including officers and directors. However, no options may be granted
to any person owning, at the date of grant, more than 2% of the combined voting
power or value of all classes of stock of Nucor or a subsidiary. If any option
granted expires or terminates without being fully exercised, the unpurchased
shares shall again become available for grant of options. The exercise price of
all options granted must be 100% of the fair market value of Nucor common stock
on the date of grant.
Under the new Plan, options for a maximum of 3,000,000 shares of Nucor common
stock may be granted; this is the same number of shares as the expiring Plan.
The new Plan contains the same anti-dilution provisions in connection with
stock dividends, stock splits, combinations, mergers or other comparable
corporate events as the expiring Plan. The new Plan is to be administered by
Nucor's Board of Directors, including a committee which may be appointed by the
Board composed of at least two directors. Under the new Plan, there is no
formula for allocation of options or the grant of options at any particular time
or to any particular individual, and more than one option may be granted to the
same individual. Options granted may be for a term of not more than ten years,
shall be exercisable during optionee's lifetime only by the optionee; are
non-transferable during the life of the optionee; and after optionee's death are
transferable only by will or the laws of descent and distribution.
Both incentive stock options ("ISOs") and non-qualified stock options
("NQSOs") may be granted under the new Plan. Under existing tax laws, an
employee receiving an option under the new Plan will not realize any taxable
income at the time the option is granted, nor does Nucor receive a tax
deduction. When an ISO is exercised, no taxable income is recognized by the
employee nor is a tax deduction available to Nucor. When a NQSO is exercised,
the spread between the exercise price and the fair market value of the acquired
shares at the time of exercise is ordinary income to the employee, and Nucor
then receives a tax deduction.
6
<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 21, 1997
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
7
<PAGE>
NUCOR CORPORATION
1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN
1. PURPOSES: The purposes of this Plan are to provide greater incentive for
key employees, to attract and retain key employees of outstanding
competence, and to further the identity of interests of key employees with
those of Nucor Corporation's stockholders.
2. DURATION: This Plan shall commence on July 1, 1997 and shall terminate on
March 1, 2007.
3. NUMBER OF SHARES: The total number of shares of Nucor Corporation's common
stock which may be issued upon exercise of options granted under this Plan
is three million (3,000,000).
4. ADMINISTRATION AND GRANTING OF OPTIONS: This Plan shall be administered by
Nucor Corporation's Board of Directors, which may authorize the granting
of options under terms and conditions not inconsistent with this Plan. The
Board of Directors may delegate all or any part of its authority under
this Plan to a committee appointed by it and composed of at least two of
its members.
5. OPTIONEES: Options may be granted under this Plan only to key employees
and officers of Nucor Corporation or a subsidiary, including key employees
and officers who are members of the Board of Directors of Nucor
Corporation or a subsidiary. No optionee may own (directly or indirectly),
at the date of grant, more than two percent (2%) of the total combined
voting power or value of all classes of stock of Nucor Corporation or a
subsidiary.
6. OPTION PRICE: The exercise price of options granted under this Plan shall
be one hundred percent (100%) of the fair market value of Nucor
Corporation's common stock on the date of grant.
7. OPTION TERM: The term of each option granted under this Plan shall not
exceed ten (10) years from the date of grant.
8. EXERCISABILITY: Options granted under this Plan shall be exercisable
during the optionee's lifetime only by the optionee.
9. TRANSFERABILITY: Options granted under this Plan shall be transferable
only by will or the laws of descent and distribution.
10. OTHER PROVISIONS: (a) If any options under this Plan expire or terminate
without being fully exercised, the unpurchased shares shall again become
available for grant of options under this Plan. (b) The number or kind of
shares which may be issued under this Plan, and in appropriate
circumstances the price per share, shall be equitably adjusted (with
respect to options granted and to be granted) for stock dividends, splits
or combinations, mergers, reorganizations, liquidations or other
comparable corporate events. Any such adjustments shall be made by Nucor
Corporation's Board of Directors in good faith and shall be binding on all
optionees. (c) This Plan may be amended by Nucor Corporation's Board of
Directors at any time, provided that no amendments shall increase the
number of shares in Paragraph 3 or change the optionees in Paragraph 5,
unless approved by Nucor Corporation's stockholders.
8
*******************************************************************************
APPENDIX
<PAGE>
P
R
O
X
Y
NUCOR CORPORATION
2100 Rexford Road Charlotte, North Carolina 28211
Phone (704)366-7000 Fax (704)362-4208
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1997 annual meeting
of stockholders, to be held at 2:00 P.M. on Thursday, May 8, 1997, in Room C on
the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th
Streets), New York City.
F. Kenneth Iverson and Samuel Siegel, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned at the
1997 annual meeting of stockholders, and any adjournment, on the following
proposals, as set forth in the proxy statement, and upon such other matters as
may properly come before the meeting:
1. Elect two directors for three years
(Nucor's Board of Directors recommends a vote FOR)
2. Approve the 1997 Key Employees Stock Option Plan
(Nucor's Board of Directors recommends a vote FOR)
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND FOR PROPOSAL 2, UNLESS OTHERWISE
INDICATED.
PLEASE SIGN AND DATE ON THE OTHER SIDE.
<PAGE>
THIS PROXY WILL BE VOTED FOR 1, AND FOR 2,
UNLESS OTHERWISE INDICATED. IF YOU WISH TO FOLLOW
THE RECOMMENDATIONS OF NUCOR'S BOARD OF DIRECTORS,
IT IS NOT NECESSARY TO CHECK ANY OF THE BOXES.
JUST SIGN, DATE AND RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
Nucor's Board of Directors recommends that you vote FOR 1:
1. For [ ] no vote on [ ] election as directors of H. David Aycock and
Samuel Siegel
(to withhold your vote for either person,
strike a line through that person's name)
Nucor's Board of Directors recommends that you vote FOR 2:
2. For [ ] against [ ] abstain on [ ] approval of 1997 Key Employees Stock
Option Plan
DATED , 1997
SIGNED
Please sign your name exactly as
printed.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
