NUCOR CORP
For the period ended May 9, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 9, 2024 · Filed Mar 22, 2024
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Contents
Proxy Summary
The summary below highlights information contained elsewhere in this Proxy Statement. As the summary does not contain all of the information that you should consider, please refer to the complete Proxy Statement before voting.
2024 Annual Meeting of Stockholders
| Time & Date: | 9:00 a.m., Eastern Time, on Thursday, May 9, 2024 |
|---|---|
| Place: | The 2024 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/NUE2024. |
| Record Date: | March 11, 2024 |
| Who Can Vote: | Stockholders as of the close of business on the record date are entitled to receive notice of, and to vote at, the 2024 annual meeting of stockholders. |
Voting Matters
| Proposals · Board VoteRecommendation · Page No. forAdditional Information | |||
|---|---|---|---|
| 1. | Election of eight directors nominated by the Board of Directors | FOR each nominee | 6 |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2024 | FOR | 26 |
| 3. | Advisory vote to approve Nucor’s named executive officer compensation in 2023 | FOR | 58 |
Director Nominees (page 6)
| Name | Age | DirectorSince | Professional Background | Independent |
|---|---|---|---|---|
| Norma B. Clayton | 65 | 2021 | Retired Vice President, The Boeing Company | Yes |
| Patrick J. Dempsey | 59 | 2016 | Retired President and CEO, Barnes Group Inc. | Yes |
| Nicholas C. Gangestad | 59 | 2023 | Senior Vice President and CFO, Rockwell Automation, Inc. | Yes |
| Christopher J. Kearney | 68 | 2008 | Retired Executive Chairman, Otis Worldwide Corporation | Yes |
| Laurette T. Koellner | 69 | 2015 | Retired President, Boeing International | Yes |
| Michael W. Lamach | 60 | 2022 | Retired Chairman and CEO, Trane Technologies plc | Yes |
| Leon J. Topalian | 56 | 2020 | Chair, President and CEO, Nucor Corporation | No |
| Nadja Y. West | 63 | 2019 | Retired Lieutenant General, U.S. Army | Yes |
2024 Proxy Statement 1
Corporate Governance Highlights (page 14)
Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our stockholders. Our governance framework includes the following highlights:
| Board and Governance Information | |||
|---|---|---|---|
| Highly qualified and engaged Board with relevant expertise to oversee our business and strategy | Yes | Empowered independent lead director with clearly articulated responsibilities | Yes |
| Size of current Board | 9 | Robust annual self-evaluations of Board, Board committees, Chair and CEO, and lead director | Yes |
| Current number of independent directors | 8 | Supermajority threshold for mergers | Yes |
| Average age of current directors | 64 | Proxy access | Yes |
| Average tenure of current directors | 5 Years | Stockholder action by written consent | Yes |
| Current percentage of women and minority Board members | 33% | Poison pill | No |
| All directors stand for annual election | Yes | Stock ownership guidelines for non-employee directors and executive officers | Yes |
| Majority vote resignation policy in uncontested director elections | Yes | Prohibition against hedging, short-selling and pledging | Yes |
| Number of Board meetings in 2023 | 5 | Executive Officer Incentive Compensation Recoupment Policy aligned with final SEC clawback rules and related NYSE listing requirements | Yes |
| Separate Chair and CEO | No | Comprehensive and strategic risk oversight | Yes |
2 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.