Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On February 21, 2022, James D. Frias, Chief Financial Officer, Treasurer and
Executive Vice President of Nucor Corporation (the "Company"), notified the
Company's Board of Directors that he will retire from the Company, effective
June 11, 2022. To provide for the orderly transition of his duties, effective
March 6, 2022, Mr. Frias will serve as Executive Vice President and Special
Advisor to the Chief Executive Officer. Mr. Frias, age 65, joined the Company in
1991 and has been Chief Financial Officer, Treasurer and Executive Vice
President since 2010. Mr. Frias' decision to retire is voluntary and in
accordance with the Company's succession planning.
(c) Also on February 21, 2022, the Company's Board of Directors elected Stephen
D. Laxton, the Company's Vice President of Business Development and Strategic
Planning, as Chief Financial Officer, Treasurer and Executive Vice President of
the Company, effective March 6, 2022. Mr. Laxton, age 51, began his career with
the Company in 2003 as General Manager of Business Development and was promoted
to Vice President in 2014.
In connection with Mr. Laxton's election, effective March 6, 2022, (i) his
annual base salary will be increased to $550,000, (ii) he will continue to
participate in the Nucor Corporation Senior Officers Annual Incentive Plan and
the Nucor Corporation Senior Officers Long-Term Incentive Plan, with the awards
under such plans for the performance periods in progress as of the effective
date of his promotion to be pro-rated to take into account the increase in his
annual base salary and his target awards thereunder, (iii) he will commence
participation in the Nucor Corporation Supplemental Retirement Plan for
Executive Officers and (iv) he will continue to be eligible to receive
equity-based awards under the Nucor Corporation 2014 Omnibus Incentive
Compensation Plan.
There are no arrangements or understandings between Mr. Laxton and any other
persons pursuant to which he was selected as an officer. Mr. Laxton has no
family relationships with any of the Company's directors or executive officers.
There are no transactions involving the Company and Mr. Laxton that the Company
would be required to report pursuant to Item 404(a) of Regulation S-K.
A copy of the news release announcing the events described above is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 News Release of Nucor Corporation dated February 23, 2022
104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
(included in Exhibit 101)
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