UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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EXPLANATORY NOTE
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On May 24, 2022, the Company and Mr. Frias entered into a Retirement, Separation, Waiver and Release Agreement (the “Retirement Agreement”) in connection with Mr. Frias’ retirement from employment with the Company, effective June 11, 2022. The Retirement Agreement, together with the Surviving Provisions (as defined in the Retirement Agreement) of the Executive Employment Agreement (the “Executive Employment Agreement”), effective as of February 17, 2020, by and between the Company and Mr. Frias, collectively contain the entire agreement of the parties and supersede all prior agreements between the parties related to Mr. Frias’ employment with the Company.
In consideration for Mr. Frias’ comprehensive release of claims against the Company and its affiliates and his post-employment restrictive covenants set forth in the Surviving Provisions of the Executive Employment Agreement, Mr. Frias will be entitled to receive monthly payments from the Company of $264,835.08 for the 24 months immediately following his retirement. Specifically, Mr. Frias has agreed, among other things, not to (i) compete with the Company during the 24-month period following his retirement, (ii) disclose confidential and proprietary information (including trade secrets) of the Company, (iii) encourage the Company’s existing or prospective customers or suppliers to purchase steel or steel products or related services from, or to provide steel or steel products or related services to, any competitor of the Company or otherwise attempt to influence any business or business negotiations such customers or suppliers may transact or have with the Company during the 24-month period following his retirement, (iv) hire or encourage any employee of the Company to terminate his or her employment with the Company during the 24-month period following his retirement and (v) make any statements that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the Company or its affiliates. Mr. Frias has also agreed that any inventions, designs or other ideas conceived by Mr. Frias during his employment with the Company will be assigned to the Company. Pursuant to the Retirement Agreement, effective as of June 11, 2022, Mr. Frias will resign from any and all positions he holds with the Company and its direct and indirect subsidiaries and affiliates. Under the terms of the Retirement Agreement, Mr. Frias may revoke the Retirement Agreement for a period of seven days after May 24, 2022, the date Mr. Frias executed the Retirement Agreement. The Retirement Agreement shall not become effective and enforceable until the seven-day revocation period has ended.
The foregoing description of the terms and conditions of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement (including the Executive Employment Agreement attached as Exhibit A thereto), a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 10.1 | Retirement, Separation, Waiver and Release Agreement, dated as of May 24, 2022, by and between Nucor Corporation and James D. Frias (#) | |
| 104 | Cover Page from this Current Report on Form 8-K/A, formatted in Inline XBRL (included in Exhibit 101) | |
| (#) | Indicates a management contract or compensatory plan or arrangement. |
SIGNATURES
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.
| NUCOR CORPORATION | ||||||
| Date: May 25, 2022 | By: | /s/ Stephen D. Laxton | ||||
| Stephen D. Laxton | ||||||
| Chief Financial Officer, Treasurer and Executive Vice President | ||||||