Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): February 17, 2014



(Exact Name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


1-4119 13-1860817


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



(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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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.


(d) On February 17, 2014, the Board of Directors of Nucor Corporation (the “Corporation”) elected Gregory J. Hayes, Senior Vice President and Chief Financial Officer of United Technologies Corporation, to the Corporation’s Board as a director, effective that day, with a term expiring at the Corporation’s 2014 annual meeting of stockholders. Concurrent with his election as a director, Mr. Hayes was appointed to the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee of the Board of Directors. There are no arrangements or understandings between Mr. Hayes and any other persons pursuant to which he was selected as a director. There are no transactions involving the Corporation and Mr. Hayes that the Corporation would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Hayes has never served as one of the Corporation’s officers or employees, and none of the Corporation’s executive officers has served or serves as a director or member of the compensation committee (or other committee performing similar functions) of United Technologies.


Mr. Hayes will receive compensation in accordance with the Corporation’s standard compensation arrangements for non-employee directors, which are described under the caption “Director Compensation” in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2013, as adjusted by the Board of Directors from time to time.


A copy of the news release announcing Mr. Hayes’ election is furnished as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


99.1News Release of Nucor Corporation issued February 17, 2014






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 hereunto duly authorized.


Date: February 19, 2014 By:  /s/ James D. Frias
    James D. Frias
Chief Financial Officer, Treasurer and Executive Vice President





Exhibit No. Description
99.1 News Release of Nucor Corporation, issued February 17, 2014