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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Nucor Corp. 10-K 12/31/23 119:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.20M
2: EX-10.(V) Material Contract HTML 36K
3: EX-21 Subsidiaries List HTML 45K
4: EX-23 Consent of Expert or Counsel HTML 31K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 47K
Awarded Compensation
5: EX-31 Certification -- §302 - SOA'02 HTML 36K
6: EX-31.(I) Certification -- §302 - SOA'02 HTML 36K
7: EX-32 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.(I) Certification -- §906 - SOA'02 HTML 34K
11: R1 Document and Entity Information HTML 105K
12: R2 Consolidated Balance Sheets HTML 158K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 38K
14: R4 Consolidated Statements of Earnings HTML 105K
15: R5 Consolidated Statements of Comprehensive Income HTML 83K
16: R6 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
17: R7 Consolidated Statements of Stockholders' Equity HTML 112K
18: R8 Consolidated Statements of Stockholders' Equity HTML 34K
(Parenthetical)
19: R9 Consolidated Statements of Cash Flows HTML 145K
20: R10 Pay vs Performance Disclosure HTML 45K
21: R11 Insider Trading Arrangements HTML 41K
22: R12 Nature of Operations and Basis of Presentation HTML 39K
23: R13 Summary of Significant Accounting Policies HTML 52K
24: R14 Short-term Investments HTML 36K
25: R15 Accounts Receivable HTML 37K
26: R16 Inventories HTML 35K
27: R17 Leases HTML 173K
28: R18 Property, Plant and Equipment HTML 69K
29: R19 Goodwill and Other Intangible Assets HTML 112K
30: R20 Equity Investments HTML 43K
31: R21 Current Liabilities HTML 36K
32: R22 Debt and Other Financing Arrangements HTML 123K
33: R23 Capital Stock HTML 39K
34: R24 Derivative Financial Instruments HTML 164K
35: R25 Fair Value Measurements HTML 140K
36: R26 Contingencies HTML 36K
37: R27 Stock-Based Compensation HTML 306K
38: R28 Employee Benefit Plans HTML 45K
39: R29 Interest (Income) Expense HTML 52K
40: R30 Income Taxes HTML 229K
41: R31 Accumulated Other Comprehensive Income (Loss) HTML 102K
42: R32 Earnings Per Share HTML 103K
43: R33 Segments HTML 220K
44: R34 Revenue HTML 50K
45: R35 Restricted Cash and Cash Equivalents HTML 38K
46: R36 Acquisitions HTML 201K
47: R37 Quarterly Information (Unaudited) HTML 108K
48: R38 Summary of Significant Accounting Policies HTML 85K
(Policies)
49: R39 Leases (Tables) HTML 174K
50: R40 Property, Plant and Equipment (Tables) HTML 59K
51: R41 Goodwill and Other Intangible Assets (Tables) HTML 113K
52: R42 Debt and Other Financing Arrangements (Tables) HTML 102K
53: R43 Derivative Financial Instruments (Tables) HTML 166K
54: R44 Fair Value Measurements (Tables) HTML 136K
55: R45 Stock-Based Compensation (Tables) HTML 288K
56: R46 Interest (Income) Expense (Tables) HTML 49K
57: R47 Income Taxes (Tables) HTML 220K
58: R48 Accumulated Other Comprehensive Income (Loss) HTML 101K
(Tables)
59: R49 Earnings Per Share (Tables) HTML 104K
60: R50 Segments (Tables) HTML 217K
61: R51 Acquisitions (Tables) HTML 161K
62: R52 Quarterly Information (Unaudited) (Tables) HTML 107K
63: R53 Nature of Operations and Basis of Presentation - HTML 40K
Additional Information (Detail)
64: R54 Summary of Significant Accounting Policies - HTML 33K
Additional Information (Detail)
65: R55 Short-term Investments - Additional Information HTML 37K
(Detail)
66: R56 Accounts Receivable - Additional Information HTML 35K
(Detail)
67: R57 Inventories - Additional Information (Detail) HTML 35K
68: R58 Leases - Additional Information (Detail) HTML 42K
69: R59 Leases - Quantitative data related to our leases HTML 151K
(Detail)
70: R60 Property, Plant and Equipment - Schedule of HTML 55K
Property, Plant and Equipment (Detail)
71: R61 Property, Plant and Equipment - Additional HTML 61K
Information (Detail)
72: R62 Goodwill and Other Intangible Assets - Schedule of HTML 54K
Change in Net Carrying Amount of Goodwill by
Segment (Detail)
73: R63 Goodwill and Other Intangible Assets - Additional HTML 62K
Information (Detail)
74: R64 Goodwill and Other Intangible Assets - Schedule of HTML 45K
Intangible Assets (Detail)
75: R65 Equity Investments - Additional Information HTML 59K
(Detail)
76: R66 Current Liabilities - Additional Information HTML 36K
(Detail)
77: R67 Debt and Other Financing Arrangements - Schedule HTML 97K
of Debt and Other Financing Arrangements (Detail)
78: R68 Debt and Other Financing Arrangements - Schedule HTML 120K
of Debt and Other Financing Arrangements
(Parenthetical) (Detail)
79: R69 Debt and Other Financing Arrangements - Additional HTML 130K
Information (Detail)
80: R70 Capital Stock - Additional Information (Detail) HTML 59K
81: R71 Derivative Financial Instruments - Fair Values of HTML 70K
Derivative Financial Instruments (Detail)
82: R72 Derivative Financial Instruments - Effect of HTML 50K
Derivatives Financial Instruments on Consolidated
Statements of Earnings (Detail)
83: R73 Derivative Financial Instruments - Additional HTML 35K
Information (Detail)
84: R74 Fair Value Measurements - Schedule of Financial HTML 90K
Assets and Liabilities Measured at Fair Value
(Detail)
85: R75 Fair Value Measurements - Additional Information HTML 34K
(Detail)
86: R76 Stock-Based Compensation - Additional Information HTML 99K
(Detail)
87: R77 Stock-Based Compensation - Schedule of Stock HTML 53K
Option Plans Activity (Detail)
88: R78 Stock-Based Compensation - Summary of Stock HTML 81K
Options Outstanding (Detail)
89: R79 Stock-Based Compensation - Schedule of Grant Date HTML 44K
Fair Value Black-Scholes Option-Pricing Model
Assumptions (Detail)
90: R80 Stock-Based Compensation - Summary of Nucor's RSU HTML 63K
Activity (Detail)
91: R81 Stock-Based Compensation - Summary of Nucor's HTML 63K
Restricted Stock Activity under AIP and LTIP
(Detail)
92: R82 Employee Benefit Plans - Additional Information HTML 46K
(Detail)
93: R83 Interest (Income) Expense - Schedule of Components HTML 40K
of Net Interest (Income) Expense (Detail)
94: R84 Interest (Income) Expense - Additional Information HTML 34K
(Detail)
95: R85 Income Taxes - Components of Earnings Before HTML 42K
Income Taxes and Noncontrolling Interests (Detail)
96: R86 Income Taxes - Provision for Income Taxes (Detail) HTML 59K
97: R87 Income Taxes - Additional Information (Detail) HTML 87K
98: R88 Income Taxes - Reconciliation of the Federal HTML 52K
Statutory Tax Rate to Total Provisions (Detail)
99: R89 Income Taxes - Deferred Tax Assets and Liabilities HTML 76K
(Detail)
100: R90 Income Taxes - Reconciliation of the Beginning and HTML 44K
Ending Amounts of Unrecognized Tax Benefits
(Detail)
101: R91 Accumulated Other Comprehensive Income (Loss) - HTML 86K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
102: R92 Accumulated Other Comprehensive Income (Loss) - HTML 53K
Components of Accumulated Other Comprehensive
Income (Loss) (Parenthetical) (Detail)
103: R93 Earnings Per Share - Computations of Basic and HTML 83K
Diluted Net Earnings Per Share (Detail)
104: R94 Earnings Per Share - Anti-dilutive Stock Options HTML 36K
(Detail)
105: R95 Segments - Additional Information (Details) HTML 37K
106: R96 Segments - Segments (Detail) HTML 97K
107: R97 Segments - Schedule of Net Sale by Product to HTML 69K
External Customers (Detail)
108: R98 Revenue - Additional Information (Detail) HTML 44K
109: R99 Restricted Cash and Cash Equivalents - Additional HTML 46K
Information (Details)
110: R100 Acquisitions - Additional Information (Details) HTML 103K
111: R101 Acquisitions - Summary of Fair Values of Assets HTML 129K
Acquired and Liabilities Assumed (Detail)
112: R102 Acquisitions - Summary of Purchase Price HTML 61K
Allocation to Identifiable Intangible Assets
(Detail)
113: R103 Quarterly Information - Schedule of Quarterly HTML 84K
Information (Unaudited) (Detail)
114: R104 Quarterly Information - Schedule of Quarterly HTML 41K
Information (Unaudited) (Parenthetical) (Detail)
116: XML IDEA XML File -- Filing Summary XML 225K
119: XML XBRL Instance -- nue-20231231_htm XML 5.12M
115: EXCEL IDEA Workbook of Financial Report Info XLSX 236K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.96M
Linkbases Document -- nue-20231231
117: JSON XBRL Instance as JSON Data -- MetaLinks 694± 1.10M
118: ZIP XBRL Zipped Folder -- 0000950170-24-021195-xbrl Zip 664K
| EX-97 |
Exhibit 97
Nucor corporation
EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOVERY POLICY
Nucor Corporation (the “Company”) has adopted this policy as an amendment and restatement of the Company’s Executive Officer Incentive Compensation Recovery Policy (the “Policy”). This Policy will be interpreted to comply with the requirements of 17 C.F.R. §240.10D-1 and the related listing requirements of the New York Stock Exchange or such other national securities exchange or national securities association (the “Exchange”) on which the Company has listed securities, (the regulations and listing requirements as a collective set of guidance, the “SEC Recovery Rule”). To the extent this Policy is in any way considered inconsistent with those requirements, this Policy will be treated as if it were retroactively amended to comply with the SEC Recovery Rule.
1. Definitions. All capitalized terms used in the Policy shall have the meaning below unless otherwise defined. The terms “Accounting Restatement,” “Executive Officer,” “Financial Reporting Measure,” “Incentive-Based Compensation,” and “Received” defined in this Policy will have the meaning necessary to comply with the SEC Recovery Rule and any related guidance.
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Committee” means the Compensation and Executive Development Committee of the Company’s Board of Directors.
“Effective Date” means October 2, 2023.
“Executive Officer” means each of the Company’s current and former Executive Vice Presidents, principal accounting officer, and any other executive who is designated by the Company’s Board of Directors as an “officer” for purposes of compliance with Section 16 of the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure; but a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission (“SEC”). Examples of Financial Reporting Measures include, but are not limited to: Company stock price, total shareholder return (“TSR”), and return measures (e.g., return on equity; return on average invested capital; and return on assets).
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
Incentive-Based Compensation is deemed to have been “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that fiscal period.
“Recovery Period” means the three completed fiscal years that ended immediately before the date the Company is required to prepare an Accounting Restatement. The Company is required to prepare an Accounting Restatement on either the date the Audit Committee of the Company’s Board of Directors concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement, whichever is earliest, and in either case without regard to if or when the restated financial statements are filed.
2. Application of this Policy. This Policy will apply to all current or former Executive Officers with respect to Incentive-Based Compensation Received on or after the Effective Date, and for executives appointed after the Effective Date, with respect to Incentive-Based Compensation Received on or after the executive becomes an Executive Officer. This Policy will apply, while the Company remains listed on an Exchange, to all Incentive-Based Compensation Received during the Recovery Period by anyone who served as an Executive Officer at any time during the performance period, or periods, for that Incentive-Based Compensation. In a situation where there is a change to the Company’s fiscal year, this Policy will also apply to Incentive-Based Compensation Received during a transition period arising due to that change, as needed to comply with the SEC Recovery Rule.
3. Erroneously Awarded Compensation. This Policy requires recovery of all Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had the amount been determined or calculated based on the Accounting Restatement (the amount computed, “Erroneously Awarded Compensation”). This Policy requires recovery of any amount contributed based on Erroneously Awarded Compensation to any notional account of an Executive Officer under a benefit plan or program and any earnings accrued on that notional amount. In each case, the amount of Erroneously Awarded Compensation will be computed without regard to any taxes paid by the Executive Officer. For Incentive-Based Compensation based on stock price or TSR, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (1) the amount will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was Received; and (2) the Company will maintain documentation of the determination of that reasonable estimate and provide it to the Exchange.
4. Effectuation of Recovery. The Committee will require prompt recovery of any Erroneously Awarded Compensation, except to the extent that the conditions of paragraphs (a),
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(b), or (c) below apply. The Committee will determine the recoupment method and schedule for each amount of Erroneously Awarded Compensation in a manner that complies with the “reasonably prompt” requirement consistent with the SEC Recovery Rule. The determination may vary from case to case, and the Committee may adopt additional rules to further describe what repayment schedules satisfy this requirement.
(a) The Committee may determine not to recover Erroneously Awarded Compensation if the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered and the Committee determines that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Committee will make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover said Erroneously Awarded Compensation, and provide that documentation to the Exchange.
(b) The Committee may determine not to recover Erroneously Awarded Compensation if recovery would violate home country law adopted prior to November 28, 2022 and the Committee determines that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Committee will obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and will provide such opinion to the Exchange.
(c) The Committee may determine not to recover Erroneously Awarded Compensation if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Internal Revenue Code and regulations thereunder for those plans and the Committee determines that recovery of said Erroneously Awarded Compensation would be impracticable.
5. Method of Recovery. The Committee will determine the method of recovery and may seek recovery of the Erroneously Awarded Compensation from an Executive Officer from any amount of compensation approved, awarded, granted, payable or paid prior to, on or after the Effective Date. The Committee may seek to require any or all of the following recovery actions: (A) recoupment or reimbursement of any cash or equity-based award, (B) cancellation of previously approved cash or equity-based awards, whether vested or unvested or paid or unpaid, (C) cancellation or offset against any planned future cash or equity-based awards, (D) forfeiture of deferred compensation, (E) direct payment, and (F) any other method authorized by applicable law or contract (including under any compensation plan or program and including from base salary, bonuses, commissions and deferred compensation).
6. Committee Decisions. Decisions of the Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion.
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7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to fund potential recovery obligations under this Policy.
8. Agreement to Policy by Executive Officers. The Committee will take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment or incorporation of this Policy by reference to any award that is accepted by the Executive Officer.
9. No Impairment of Other Remedies. This Policy does not preclude the Company from taking any other action to enforce an Executive Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.
10. Additional Actions by the Company. The Company will disclose the Committee’s determination as to any potential Accounting Restatement, the circumstances of such event, and the related recovery action taken by the Committee in the Company’s proxy statement or such other filing with the SEC that the Committee determines is appropriate or required by applicable law. The Committee will require that any future benefit plan adopted by the Company and any future award agreements for Incentive-Based Compensation contain a provision similar to this Policy or incorporate by reference this Policy, with such changes as the Committee determines in its reasonable discretion are appropriate or required by applicable law.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||