UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):        October 20, 2009      

NUCOR CORPORATION
 
(Exact name of registrant as specified in its charter)

Delaware
 
 (State or other jurisdiction of incorporation)

1-4119
 
13-1860817
(Commission 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

N/A
(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:

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-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.
 
On October 20, 2009, Nucor Corporation (the "Corporation") announced that Terry S. Lisenby will retire from his position as Chief Financial Officer, Treasurer and Executive Vice President of the Corporation, effective December 31, 2009.  Mr. Lisenby, age 58, joined the Corporation in 1985 and has been Chief Financial Officer since January 1, 2000.  Mr. Lisenby’s decision to retire is not a result of any disagreement with the Corporation or its management.
 
On the same date, the Corporation announced the appointment of James D. Frias, the Corporation’s Vice President and Corporate Controller, as the Chief Financial Officer, Treasurer and Executive Vice President of the Corporation, effective January 1, 2010.  Mr. Frias, age 53, joined the Corporation in 1991, was appointed Corporate Controller on June 15, 2001 and has served as Vice President and Corporate Controller since February 26, 2006.
 
Mr. Frias has executed an employment agreement (the “Employment Agreement”) with the Corporation.  Pursuant to the Employment Agreement, effective as of January 1, 2010, Mr. Frias will be an at-will employee of the Corporation with a base salary of $325,000 (subject to adjustment by the Corporation’s Board of Directors), and Mr. Frias will be entitled to participate in all incentive compensation plans for which executive officers of the Corporation are eligible, which plans currently include the Corporation’s Annual Incentive Plan, Long-Term Incentive Plan, and Restricted Stock Unit award program.   Further, Mr. Frias will be entitled to participate in the Corporation’s benefit programs generally made available to executive officers of the Corporation, including the Nucor Corporation Severance Plan for Senior Officers and General Managers, and health, life and disability insurance.
 
Additionally, under the terms of the Employment Agreement, Mr. Frias has agreed not to compete with the Corporation during the 24-month period following his termination of employment with Nucor for any reason in exchange for monthly cash payments from the Corporation during the non-competition period.  The amount of each monthly cash payment during the 24-month non-competition period will be equal to the product of 3.36 times Mr. Frias’ highest annual base salary during the twelve months immediately preceding the termination of his employment,  divided  by twelve.
 
A copy of the news release announcing the events described above is attached as Exhibit 99.1 and is incorporated in this report by reference.

Item 9.01
Financial Statements and Exhibits

 
(c)
Exhibits

Exhibit 99.1       News Release of Nucor Corporation dated October 20, 2009
 
2

 
SIGNATURE

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 thereunto duly authorized.

 
NUCOR CORPORATION
     
 
By:
  /s/ Terry S. Lisenby
   
Terry S. Lisenby
   
Chief Financial Officer, Treasurer and
Executive Vice President

Dated:  October 20, 2009
 
3


INDEX TO EXHIBITS

Exhibit No.
 
Description
     
Exhibit 99.1
 
News Release of Nucor Corporation dated October 20, 2009
 
4

 

 
 
News Release   

NUCOR CFO TERRY LISENBY TO RETIRE AT YEAR-END; NUCOR VICE PRESIDENT AND CORPORATE CONTROLLER JAMES FRIAS TO BE PROMOTED TO CFO

CHARLOTTE, NORTH CAROLINA, OCTOBER 20, 2009 - Nucor Corporation (NYSE: NUE) Chief Financial Officer Terry S. Lisenby announced today his plans to retire at the end of this year, after 24 years of service with Nucor.  Mr. Lisenby began his career with Nucor in 1985 as Manager of Financial Accounting.  In 1991, he was elected Vice President and Corporate Controller; and, in January 2000, he was promoted to Chief Financial Officer, Treasurer and Executive Vice President.

Effective January 1, 2010, James D. Frias will be promoted to Chief Financial Officer, Treasurer and Executive Vice President.  Mr. Frias began his Nucor career in 1991 as controller of Nucor Building Systems – Indiana.  In 1994, he became controller of Nucor Steel – Indiana.  Mr. Frias was promoted to Corporate Controller in 2001 and Vice President in 2006.

Dan DiMicco, Nucor’s Chairman, CEO and President, commented on the upcoming retirement of Mr. Lisenby and promotion of Mr. Frias: “Terry Lisenby has made outstanding contributions throughout his career to Nucor’s strong record of profitable growth.  With his leadership as CFO for the past decade, our team has capitalized on Nucor’s balance sheet strength and conservative financial practices to deliver unprecedented growth in net income and shareholder dividends.  Equally important, Terry has successfully developed the next generation of Nucor’s financial management team.  Thoughtful and orderly succession planning throughout the Nucor organization has been a top strategic initiative in recent years as we position our company for continued profitable growth.   Jim Frias is a proven Nucor leader who has strong experience both at operating divisions and at Corporate.  This broad experience has Jim well-prepared to help our team build upon Nucor’s long tradition of being an effective steward of our shareholders’ valuable capital.”

Nucor and affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. Products produced include: carbon and alloy steel — in bars, beams, sheet and plate; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap.  Nucor is North America's largest recycler.

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties.  Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements are outlined in Nucor’s regulatory filings with the Securities and Exchange Commission, including those in Nucor’s December 31, 2008 Annual Report on Form 10-K.  The forward-looking statements contained in this news release speak only as of this date, and Nucor does not assume any obligation to update them.
 

 
Nucor Executive Offices:    1915 Rexford Road,  Charlotte, North Carolina   28211
Phone 704-366-7000    Fax 704-362-4208    www.nucor.com