EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report on
Form 8-K (the
“Original 8-K”) Nucor
Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission on February 20, 2026, regarding the election of John L. “Jack” Sullivan as Chief Financial Officer, Treasurer and Executive Vice President of the Company, effective March 1, 2026. The disclosure included in the
Original 8-K otherwise
remains unchanged.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 26, 2026, the Company and Mr. Sullivan entered into an Executive Employment Agreement (the “Executive Employment Agreement”), effective March 1, 2026, in connection with Mr. Sullivan’s promotion to Chief Financial Officer, Treasurer and Executive Vice President of the Company. The Executive Employment Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties related to Mr. Sullivan’s employment with the Company, including that certain Executive Agreement by and between the Company and Mr. Sullivan dated as of December 20, 2024.
Pursuant to the Executive Employment Agreement, Mr. Sullivan’s annual base salary will increase to $680,000, effective March 1, 2026.
The Executive Employment Agreement also provides for the payment
of a non-compete benefit to
Mr. Sullivan as consideration for compliance with
the confidentiality, non-competition, non-solicitation and other
restrictive covenants set forth in the Executive Employment
Agreement. The non-compete benefit is
equal to one month of base salary for each year of service with the Company (subject to a minimum of six months of base salary); provided, if Mr. Sullivan is under age 55 as of the date of
termination, the non-compete benefit will
not be less than the sum of the value of his forfeitable common stock units deferred and shares of restricted stock awarded under the Company’s long-term incentive
plan. The non-compete benefit will
be paid to Mr. Sullivan in 24 equal monthly installments following termination; provided, if Mr. Sullivan dies during the first 12 months following his termination from employment, then Mr. Sullivan’s estate will receive monthly installments
of the non-compete benefit only
through the end of the 12
th
month following his
termination. No non-compete benefit is
payable if Mr. Sullivan dies while employed by the Company.
In lieu
of the non-compete benefit described
above, if Mr. Sullivan’s employment is involuntarily terminated by the Company or Mr. Sullivan resigns for Good Reason (as defined in the Executive Employment Agreement), in either case within 24 months of a change in control of the Company, Mr. Sullivan would
receive a non-compete benefit, payable
in a lump sum cash payment, equal to the sum of:
(a) a “base amount” multiplied by 2.5, with the “base amount” being equal to the sum of (i) Mr. Sullivan’s base salary and (ii) the greater of (A) 150% of Mr. Sullivan’s base salary and (B) the average performance award under the Company’s annual incentive plan for the three fiscal years prior to Mr. Sullivan’s termination of employment (provided for purposes of calculating such average, the performance award under the annual incentive plan for any year in such three-fiscal year period Mr. Sullivan did not hold his current position will be equal to the performance award under the annual incentive plan for such year for his position as a percentage of base salary multiplied by his base salary); and
(b) the value of the restricted stock units that would have been granted to Mr. Sullivan in the year of termination based on the prior year’s performance (if not granted prior to the date of termination).
In addition, if Mr. Sullivan’s employment is involuntarily terminated by the Company or Mr. Sullivan resigns for Good Reason, in either case within 24 months of a change in control of the Company, medical, dental and prescription drug insurance coverage would be continued for 30 months.
