Nucor 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
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): April 10, 2012
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
Registrants 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:
(a) On April 10, 2012, the Board of Directors of Nucor Corporation (the Corporation) approved an amendment to the Corporations Amended and Restated Bylaws, effective immediately, to eliminate the exclusive forum provision in Article VII, Section 4. This provision provided that, unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed to the Corporation or the Corporations stockholders by any director, officer, employee or other agent of the Corporation, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Corporations Certificate of Incorporation or the Corporations Amended and Restated Bylaws or (iv) any other action asserting a claim governed by the internal affairs doctrine. As part of the amendment, existing Section 4 of Article VII, Forum for Adjudication of Disputes, was deleted in its entirety and existing Sections 5, 6 and 7 were renumbered as Sections 4, 5 and 6, respectively.
The foregoing description is qualified in its entirety by reference to the text of the Amended and Restated Bylaws as adopted and effective as of April 10, 2012. The Amended and Restated Bylaws as adopted and effective as of April 10, 2012, and a copy marked to show changes from the prior Amended and Restated Bylaws, are attached hereto as Exhibits 3.1 and 3.2, respectively.
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.
INDEX TO EXHIBITS