NUCOR CORP
For the period ended May 14, 2026. Filed Mar 27, 2026.
View on SEC.govAbout this filing
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 14, 2026 · Filed Mar 27, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
|---|
NUCOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1915 Rexford Road Charlotte, North Carolina 28211 Phone 704.366.7000
2026 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WHEN: Thursday, May 14, 2026 at 9:00 a.m. Eastern Time WHERE: Live audio webcast at www.virtualshareholdermeeting.com/NUE2026 Stockholders as of the close of business on March 16, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUE2026.
AGENDA: • To elect the eight directors nominated by the Board of Directors • To ratify the appointment of PricewaterhouseCoopers LLP to serve as Nucor’s independent registered public accounting firm for 2026 • To approve, on an advisory basis, Nucor’s named executive officer compensation in 2025 • To conduct such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof
This year, we will again be using the Securities and Exchange Commission rule that allows us to provide proxy materials to our stockholders via the Internet. By doing so, most of our stockholders will only receive a notice of the Annual Meeting containing instructions on how to access the proxy materials via the Internet and to vote online, by telephone or by mail. If you would like to receive a paper ore-mail copy of the proxy materials, you should follow the instructions in the notice for requesting a copy.
Nucor has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at anin-person meeting, using online tools and control numbers to ensure stockholder access and participation. Individuals interested in attending the Annual Meeting who do not have a control number may register as a guest on the virtual meeting site. Only stockholders registered with a control number will be able to vote or to submit questions during the meeting.
VOTE USING ANY OF THE FOLLOWING METHODS:
Internet: Cast your vote at www.proxyvote.com using your 16-digit control number.
Telephone: Follow the instructions on your proxy card, voting instruction form or notice provided, or in the instructions you receive by e-mail.
Mail: Complete, sign, date and return the proxy card and/or voting instruction form.
Virtually: To participate in the Annual Meeting via live audio webcast and cast your vote, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided, or in the instructions that you receive by e-mail. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your control number.
By order of the Board of Directors,
A. Rae Eagle
Vice President and Corporate Secretary
March 27, 2026
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders To Be Held on May 14, 2026
The 2026 Proxy Statement and Notice of Annual Meeting of Stockholders and the
2025 Annual Report to Stockholders are available at www.proxyvote.com.
Dear fellow stockholders,
Thank you for your investment in Nucor and the confidence you place in our team. Your support empowers us to pursue our mission to Grow the Core, Expand Beyond and Live Our Culture — a mission rooted in creating sustainable long-term value for our stockholders, customers, teammates and the communities we serve.
Before you vote, I’d like to share several important perspectives that define where Nucor stands today and where we are heading.
| • | Our challenge is to become the world’s safest steel company. Safety remains our most important value, and we achieved the lowest injury and illness rate in our history in 2025, marking eight consecutive years of improvement. This is the result of our teammates’ ownership mindset and our enterprise-wide focus on whole person safety: physical, mental and emotional well-being. |
| • | Our culture continues to be our competitive advantage. This year’s teammate survey reflected a 93% participation rate and 85% satisfaction rate. These results reflect the strength of our culture and highlight opportunities to continue improving. Listening to our teammates and acting on their feedback is central to who we are. |
| • | “Assemble, Unlock and Win” is shaping the next chapter of Nucor’s talent strategy. We launched our Assemble, Unlock and Win (“AUW”) initiative to accelerate our progress in attracting, developing and retaining the best team in our industry. AUW is strengthening our pipeline of future leaders, expanding access to development programs and reinforcing the culture that has always made Nucor a great place to build a career. |
| • | We continue to lead our industry in sustainability. Nucor is North America’s largest recycler and one of the cleanest steelmakers in the world. Our circular, EAF-based steelmaking platform results in a CO2 intensity that is roughly 40% of the global average, and we continue advancing technologies and practices that support a lower-carbon future. |
| • | We remain disciplined stewards of your capital. Since 2020, we have reinvested approximately $20 billion back into the business to grow our steelmaking and steel fabrication capabilities while expanding into attractive steel-adjacent markets. During this same time, we have returned nearly $14 billion to our stockholders and strengthened our credit profile. |
| • | Nucor’s work matters. Our products form part of the backbone of the modern economy — from buildings and bridges to data centers, transportation networks and energy infrastructure. In a world increasingly focused on resilient supply chains and responsible manufacturing, Nucor’s role is more essential than ever. |
On behalf of the Board of Directors and our approximately 33,000 teammates, thank you for your support. We ask for your vote in favor of the items described in this Proxy Statement, and we welcome your feedback throughout the year.
Sincerely, Leon J. Topalian Chair and Chief Executive Officer
i ii
| Proxy Summary | 1 |
|---|---|
| Proposal 1: Election of Directors | 3 |
| Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees | 4 |
| Our Director Nominees | 5 |
| Security Ownership of Management and Certain Beneficial Owners | 9 |
| Delinquent Section 16(a) Reports | 11 |
| Corporate Governance and Board of Directors | 11 |
| Director Compensation | 20 |
| Report of the Audit Committee | 22 |
| Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm | 23 |
| Executive Officer Compensation | 24 |
| Compensation Discussion and Analysis | 24 |
| Summary Compensation Table | 40 |
| Grants of Plan-Based Awards Table | 41 |
| Outstanding Equity Awards at Fiscal Year-End Table | 43 |
| Options Exercised and Stock Vested Table | 44 |
| Nonqualified Deferred Compensation Table | 44 |
| Post-Termination Payments Summary | 48 |
| Pay Ratio Disclosure | 48 |
| Pay Versus Performance Disclosure | 50 |
| Report of the Compensation and Executive Development Committee | 53 |
| Equity Compensation Plan Information | 54 |
| Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 55 |
| General Information | 56 |
| Other Matters | 59 |
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.