GENERAL INFORMATION
The Board of Directors (the Board of Directors or the Board) of Nucor Corporation (Nucor, the Company,
we, us or our) is soliciting your proxy for use at the 2019 annual meeting of stockholders (the Annual Meeting) to be held at 10:00 a.m., Eastern Time, on Thursday, May 9, 2019 at the Charlotte
Marriott SouthPark located at 2200 Rexford Road, Charlotte, North Carolina 28211. Directions to the location of the Annual Meeting may be obtained by calling (704) 366-7000.
Delivery of Proxy Materials
The
Securities and Exchange Commission rules and regulations (the SEC rules) allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, we have elected to mail a notice regarding the
availability of proxy materials on the Internet, rather than sending a full set of these materials in the mail. The notice, or a full set of the proxy materials (including this Proxy Statement and form of proxy), as applicable, was sent to
stockholders beginning March 22, 2019, and the proxy materials were posted on the investor relations portion of the Companys website,
www.nucor.com/investors
, and on the website referenced in the notice on the same day. Utilizing
this method of proxy delivery expedites receipt of proxy materials by the Companys stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or e-mail copy of the proxy materials, you should follow the
instructions in the notice for requesting a copy. The information on our website is not a part of this Proxy Statement.
Shares Entitled to
Vote; Quorum
The record date for the Annual Meeting is March 11, 2019. Only holders of record of Nucor common stock as of the close
of business on that date will be entitled to vote at the Annual Meeting. As of the record date, 304,782,126 shares of Nucor common stock were outstanding. The presence, in person or by proxy, of the holders of a majority of the shares of Nucor
common stock issued, outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the meeting.
Voting Rights and Procedures
Each share of Nucor common stock outstanding on the record date is entitled to one vote
except with respect to the election of directors. With respect to the election of directors, each share of Nucor common stock is entitled to cumulative voting rights, which means that when voting for director nominees each share is entitled to a
number of votes equal to the number of nominees for election as directors. Accordingly, when voting for director nominees, all of the votes to which a share of Nucor common stock is entitled may be voted in favor of one nominee or may be distributed
among the nominees. The proxy holders will have the discretionary authority to cumulate votes in the election of directors.
Stockholders of record
who wish to cumulate their votes must submit a proxy card or cast a ballot and make an explicit statement of their intent to do so, either by so indicating in writing on their proxy card or on their ballot when voting in person at the Annual
Meeting. If a person who is the beneficial owner of shares held in street name wishes to cumulate his or her votes, the stockholder will need to contact the broker, bank, trustee or other nominee who is the record owner of the shares.
Voting Requirement to Approve Each of the Proposals
The following sets forth the voting requirement to approve each of the proposals:
Proposal 1, Election of
Directors
. Directors shall be elected by a plurality of the votes cast (meaning that the seven director nominees who receive the highest number of votes cast for their
election will be elected as directors), subject to a Corporate Governance Principle adopted by the Board as described below.
Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm
. Ratification of the appointment of
PricewaterhouseCoopers LLP as Nucors independent registered public accounting firm for 2019 requires the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal
(meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted for the proposal for it to be approved).
2019 Proxy Statement 3