<PAGE>
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 the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
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(3) Per unit price or other underlying value of transaction computed
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<PAGE>
[LOGO OF NUCOR]
2100 Rexford Road Charlotte, North Carolina 28211 Phone 704/366-7000 Fax
704/362-4208
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 2000 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 1:30 p.m. on Thursday, May 11, 2000,
to elect three directors for three years (and to conduct such other business
as may properly come before the meeting).
Stockholders of record at the close of business on March 13, 2000, 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, in the enclosed envelope, to ensure that you will be represented
at the meeting. Your prompt attention is requested.
By order of the Board of Directors,
H. DAVID AYCOCK
Chairman, President and
Chief Executive Officer
March 20, 2000
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 for
use at the 2000 annual meeting of stockholders to be held on Thursday, May 11,
2000, 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,
2000 was 86,360,986. Only stockholders of record at the close of business on
March 13, 2000 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 December 31, 1999, FMR Corporation (Fidelity Funds) beneficially owned,
with voting and investment power, 9,443,553 shares (10.84%); State Farm Mutual
Automobile Insurance Company and related entities beneficially owned, with
voting and investment power, 7,073,276 shares (8.12%); and Barclays Global
Investors, N.A. and related entities beneficially owned, with voting and
investment power, 4,521,292 shares (5.19%).
The 1999 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 2001 annual meeting of stockholders must be received by Nucor not later
than November 20, 2000.
1
<PAGE>
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 three
directors, H. David Aycock, Harvey B. Gantt and Samuel Siegel, expire in 2000,
and therefore three places on Nucor's Board are to be filled at the 2000
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, Mr. Gantt and Mr. Siegel as directors for terms
expiring in 2003 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, 2000:
<TABLE>
<CAPTION>
Common stock
Principal occupation "beneficially
and directorships in owned" (and
other Director Term percent of
Name (and age) public companies since expires class) (Note)
<C> <S> <C> <C> <C> <C>
H. David Aycock (69) Chairman of Nucor 1971 2000 630,236 (.73%)
(effective January 1,
1999); Former President
of Nucor (until 1991);
Director, Bowater
Incorporated
Peter C. Browning President and Chief 1999 2002 560 --
(58) Executive Officer,
Sonoco Products Company;
Director,
Wachovia Corporation and
Lowe's Companies, Inc.
Harvey B. Gantt (57) Partner, Gantt Huberman 1999 2000 500 --
Architects
Victoria F. Haynes President, Research 1999 2002 200 --
(52) Triangle Institute;
Director, The Lubrizol
Corporation
James D. Hlavacek Managing Director, 1996 2001 1,700 --
(56) Market Driven Management
Samuel Siegel (69) Vice Chairman of Nucor; 1968 2000 255,242 (.30%)
Former Chief Financial
Officer of Nucor
(from 1965 to 1999)
All 24 directors and senior officers as a 1,507,739 (1.75%)
group (including those named above)
</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. Aycock, 4,845; Mr. Siegel, 10,162; all
directors and senior officers as a group (including those named above),
179,023. The above-named persons had sole voting and investment power (and
shared voting and investment power) over shares "beneficially owned", as
follows: Mr. Aycock, 497,936 (132,300); Mr. Browning, 560 (none); Mr. Gantt,
500 (none); Ms. Haynes, 200 (none); Mr. Hlavacek, 1,700 (none); Mr. Siegel,
205,272 (49,970); all directors and senior officers as a group (including
those named above) 1,306,560 (201,179).
The Board of Directors of Nucor had seven meetings during 1999. 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. Browning, Mr. Gantt, Ms. Haynes and Mr. Hlavacek.
The Audit Committee held four meetings during 1999. 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 $8,750 quarterly and $1,100 for each meeting
attended.
2
<PAGE>
The following table sets forth compensation information for the current and
former chief executive officer and for the other four highest-compensated
senior officers whose cash compensation exceeded $100,000 for 1999:
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation 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>
H. David Aycock (69) Chairman 1999 $358,082 $286,787 $212,398 4,845
(since January 1,
1999);
Chief Executive
Officer and President
(since June 3, 1999)
John D. Correnti (52) Vice Chairman, 1999 159,707 127,909 -- 2,510
President, Chief 1998 355,000 366,124 271,178 5,026
Executive Officer 1997 305,416 474,919 351,763 3,310
(until June 2, 1999) 1996 280,392 409,024 302,940 3,449
1995 242,300 631,537 467,797 2,162
Samuel Siegel (69) Vice Chairman; 1999 282,000 225,853 167,288 3,633
Chief Financial 1998 270,000 278,460 206,259 3,769
Officer, Treasurer 1997 259,325 403,248 298,668 2,837
and Secretary (until 1996 250,350 365,200 270,504 2,955
retirement on 1995 242,300 631,537 467,797 2,433
December 31, 1999)
D. Michael Parrish (47) Executive Vice 1999 230,000 184,206 136,428 3,214
President (since 1998 203,452 209,827 155,397 2,513
1998); 1997 181,846 282,769 209,435 1,891
previously Vice 1996 163,085 237,901 176,205 1,970
President 1995 150,445 392,124 290,424 1,622
Joseph A. Rutkowski (45) Executive Vice 1999 230,000 184,206 136,428 3,214
President (since 1998 173,364 178,797 132,432 2,513
1998); 1997 161,021 250,386 185,423 1,891
previously Vice 1996 153,402 223,776 165,750 1,970
President 1995 140,500 366,203 271,230 1,622
Daniel R. DiMicco (49) Executive Vice 1999 214,984 172,180 127,494 2,422
President (since 1998 201,000 207,298 153,538 2,513
1999); 1997 194,835 302,967 224,412 1,891
previously Vice 1996 185,666 270,842 200,583 1,970
President 1995 174,900 455,864 337,666 1,622
</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 2000 and
1999) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($240,000,000 for 2000 and 1999) 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 eighteen times, from
$500,000 to the present $240,000,000. Pursuant to the Senior Officers
Incentive Stock Plan, the above-named persons held shares of stock, which have
been issued during the 34 years since the 1966 effective inception of the
Stock Plan, and which were restricted as to transfer at December 31, 1999
(with "value" as defined by the rules of the Securities and Exchange
Commission) as follows: Mr. Aycock, none; Mr. Correnti, none; Mr. Siegel, none
; Mr. Parrish, 17,863 ($979,116); Mr. Rutkowski, 14,178 ($777,132); Mr.
DiMicco, 17,755 ($973,196).
Mr. Siegel served Nucor as a senior officer for more than 34 years, until
his retirement on December 31, 1999. He will continue to serve as Nucor's Vice
Chairman. Mr. Siegel will receive $260,000 per year as consideration for his
agreement not to compete with Nucor for five years.
Mr. Correnti received $381,000 upon his resignation as Vice Chairman,
President and Chief Executive Officer of Nucor on June 2, 1999.
Nucor's President and all five Executive Vice Presidents will receive their
base salary as consideration for their agreements not to compete with Nucor
for up to three years after cessation of employment.
3
<PAGE>
The following tables set forth stock option information for the current and
former chief executive officer and for the other four highest-compensated
senior officers whose cash compensation exceeded $100,000 for 1999:
Stock Option Grants in 1999 (Note)
<TABLE>
<CAPTION>
Potential Realizable
Value of
Stock Options Granted in
Stock Options Granted in 1999 1999
-------------------------------------------------- -------------------------
Number Percent of Total 5% Annual 10% Annual
of Granted to Exercise Expiration Stock Price Stock Price
Name Shares All Employees Price Date Appreciation Appreciation
<S> <C> <C> <C> <C> <C> <C>
H. David Aycock 2,510 1.2% $43.82 February 28, 2006 $44,776 $104,348
2,335 1.1% 47.10 August 31, 2006 44,772 104,338
John D. Correnti 2,510 1.2% 43.82 February 28, 2006 44,776 104,348
Samuel Siegel 1,882 0.9% 43.82 February 28, 2006 33,573 78,240
1,751 0.8% 47.10 August 31, 2006 33,574 78,243
D. Michael Parrish 1,665 0.8% 43.82 February 28, 2006 29,702 69,219
1,549 0.7% 47.10 August 31, 2006 29,701 69,216
Joseph A. Rutkowski 1,665 0.8% 43.82 February 28, 2006 29,702 69,219
1,549 0.7% 47.10 August 31, 2006 29,701 69,216
Daniel R. DiMicco 1,255 0.6% 43.82 February 28, 2006 22,388 52,174
1,167 0.6% 47.10 August 31, 2006 22,377 52,147
</TABLE>
Note
147 key employees, including senior officers, participate in Nucor's Key
Employees Incentive Stock Option Plans, pursuant to which stock options are
granted at 100% of the market value on the date of grant. During 1999, key
employees, other than the above-named senior officers, were granted stock
options for 189,621 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 $3,508,099 at 5% annual stock price
appreciation and $8,175,363 at 10% annual stock price appreciation. Due to his
resignation, Mr. Correnti forfeited 2,510 stock options granted in 1999. Due
to his retirement, Mr. Siegel forfeited 1,751 stock options granted in 1999.
Stock Option Exercises in 1999
and Year-End 1999 Stock Option Data (Note)
<TABLE>
<CAPTION>
"Value" of Unexercised
Number of Unexercised In-the-Money Stock
Stock Options Options
Stock Options Exercised in 1999 at Year-End 1999 at Year-End 1999
-------------------------------- ------------------------- -------------------------
Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
H. David Aycock none none 2,510 2,335 27,591 18,009
John D. Correnti 2,900 $26,622 none none none none
Samuel Siegel 2,574 41,283 11,302 1,751 49,145 13,505
D. Michael Parrish none none 9,661 1,549 64,693 11,947
Joseph A. Rutkowski none none 9,661 1,549 64,693 11,947
Daniel R. DiMicco none none 9,251 1,167 60,186 9,000
</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 1999, key
employees, other than the above-named senior officers, acquired 45,259 shares
on exercise of stock options, with a "value" realized of $596,496. At year-end
1999, these other key employees had 634,581 unexercised stock options, 541,234
of which were exercisable and 93,347 were unexercisable. At year-end 1999,
these other key employees had unexercised in-the-money stock options, with a
"value" of $3,577,849 for exercisable stock options, and $719,939 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,
assets and capital 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 eighteen
times, from $500,000 to the present $240,000,000.
All of Nucor's 147 key employees, including senior officers, participate in
Nucor's Key Employees Incentive Stock Option Plans. Under the 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, assets and capital comparable to Nucor.
The dollar amount of options granted for key employees is established by
Nucor's Board of Directors. The 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 30
years) of linking senior officers compensation to Nucor's performance. Since
1965, Nucor's sales have increased 18,000%; Nucor's net earnings have
increased 387,000%; Nucor's stockholders' equity has increased 297,000%; and
the total market value of Nucor's common stock has increased 31,000%. Nucor's
entire Board of Directors performs the functions of determining senior
officers' compensation and rendering this report. Members of the Board who
performed these functions for 1999 were: H. David Aycock, Peter C. Browning,
Harvey B. Gantt, Victoria F. Haynes, James D. Hlavacek and Samuel Siegel.
STOCK PERFORMANCE GRAPH
This graphic comparison
assumes the investment of
$100 in Nucor Common Stock,
$100 in the S&P 500 Index,
and $100 in the S&P Steel
Group Index, all at year-end
1994. 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 1999 (36% at
year-end 1994).
Comparison of Five Year Cumulative Return
[GRAPH]
Measurement Period Nucor S&P 500 S&P Steel Group
(year) Corporation Index
1994 100.00 100.00 100.00
1995 103.71 137.58 92.73
1996 93.16 169.17 82.79
1997 88.95 225.60 84.23
1998 80.47 290.08 73.01
1999 103.09 351.12 90.04
5
<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 judgment.
Nucor's financial statements are audited by PricewaterhouseCoopers LLP. 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,
H. DAVID AYCOCK
Chairman, President and
March 20, 2000 Chief Executive Officer
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
6
<PAGE>
APPENDIX
Please sign, date, detach and mail
the proxy card below
as soon as possible!
----------------------------------
NUCOR
Annual Meeting of Stockholders
May 11, 2000
- --------------------------------------------------------------------------------
NUCOR
PROXY 2100 Rexford Road, Charlotte, North Carolina 28211
Phone (704) 366-7000 Fax (704) 362-4208
Proxy solicited on behalf of Board of Directors of Nucor Corporation for 2000
annual meeting of stockholders, to be held at 1:30 P.M. on Thursday, May 11,
2000, in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue
(between 47th and 48th Streets), New York City.
H. David Aycock and Terry S. Lisenby, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned at the
2000 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 three 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>
Please sign, date, detach and mail
the proxy card below
as soon as possible!
---------------------------------
NUCOR
Annual Meeting of Stockholders
May 11, 2000
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example
Nucor's Board of Directors recommends that you vote FOR
---
VOTE
FOR WITHHELD
Elect [_] [_] Nominees:
as directors H. David Aycock
the three Harvey B. Gantt
nominees Samuel Siegel
(To substitute your vote for any nominee, strike a line through that person's
name.)
This proxy will be voted FOR the proposal unless
otherwise indicated. If you wish to follow the
recommendation of Nucor's Board of Directors. It is not
necessary to check any of the boxes.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Signed Dated , 2000
----------------------------------------------------- ---------
(Please sign your name exactly as printed.)
