Nucor (NYSE: NUE) investors reelect board, approve 2025 pay and auditor

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What did Nucor (NUE) stockholders decide at the 2026 annual meeting?

How did Nucor (NUE) shareholders vote on director elections in 2026?

Was PricewaterhouseCoopers LLP ratified as Nucor’s 2026 auditor?

How did Nucor (NUE) investors vote on 2025 executive compensation?

How many broker non-votes occurred on Nucor’s say-on-pay proposal?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Nucor Corporation reported the results of its 2026 annual meeting of stockholders held on May 14, 2026. Stockholders elected all eight director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified, with each nominee receiving more votes for than withheld.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for 2026, with 191,045,084 votes for and 10,966,251 against. In addition, they approved, on an advisory basis, the 2025 compensation of the company’s named executive officers, with 167,456,504 votes for and 7,237,903 against.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Director votes for Norma B. Clayton: 173,868,222 votes for Director votes withheld for Norma B. Clayton: 1,784,268 votes withheld Auditor ratification votes for: 191,045,084 votes for +5 more

8 metrics

Director votes for Norma B. Clayton 173,868,222 votes for 2026 annual meeting director election

Director votes withheld for Norma B. Clayton 1,784,268 votes withheld 2026 annual meeting director election

Auditor ratification votes for 191,045,084 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 10,966,251 votes against Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 167,456,504 votes for Advisory approval of 2025 executive compensation

Say-on-pay votes against 7,237,903 votes against Advisory approval of 2025 executive compensation

Say-on-pay abstentions 958,083 abstentions Advisory approval of 2025 executive compensation

Say-on-pay broker non-votes 26,715,233 broker non-votes Advisory approval of 2025 executive compensation

independent registered public accounting firm, broker non-votes, named executive officers, advisory basis, +1 more

5 terms

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Nominee ... Votes For ... Votes Withheld ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officers financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers in 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis financial

"stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

definitive proxy statement regulatory

"Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Understanding 8-K Material Events →

05/19/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

NUCOR CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-4119

13-1860817

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1915 Rexford Road

Charlotte, North Carolina

28211

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (704) 366-7000

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.40 per share

NUE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) On May 14, 2026, Nucor Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).

(b) At the Annual Meeting, the Company’s stockholders elected all eight of the Company’s nominees for director to serve until their terms expire at the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each nominee for director received a greater number of votes cast “for” his or her election than votes “withheld” from his or her election as reflected below. The Company’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026. Additionally, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2025. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 27, 2026. The final voting results for each of the proposals presented at the Annual Meeting are set forth below.

1.	Election of directors:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Norma B. Clayton		173,868,222		1,784,268		26,715,233
Patrick J. Dempsey		170,470,960		5,181,530		26,715,233
Nicholas C. Gangestad		173,992,071		1,660,419		26,715,233
Christopher J. Kearney		166,861,181		8,791,309		26,715,233
Laurette T. Koellner		170,307,358		5,345,132		26,715,233
Michael W. Lamach		173,479,904		2,172,586		26,715,233
Leon J. Topalian		166,783,787		8,868,703		26,715,233
Nadja Y. West		173,422,157		2,230,333		26,715,233

2.	Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2026:


Votes For	Votes Against	Abstentions	Broker Non-Votes
191,045,084	10,966,251	356,388	—

3.	Advisory vote to approve the Company’s named executive officer compensation in 2025:


Votes For	Votes Against	Abstentions	Broker Non-Votes
167,456,504	7,237,903	958,083	26,715,233

SIGNATURES

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.

Source: View Original Filing on SEC EDGAR

Nucor stockholders elected all eight director nominees, ratified PricewaterhouseCoopers LLP as the 2026 independent auditor, and approved on an advisory basis the 2025 compensation of named executive officers, reflecting broad support for the company’s board, auditor, and executive pay program.

Shareholders elected all eight director nominees, with each receiving more votes for than withheld. For example, nominee Norma B. Clayton received 173,868,222 votes for and 1,784,268 votes withheld, plus 26,715,233 broker non-votes recorded on the proposal.

Yes, Nucor stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 191,045,084 votes for, 10,966,251 votes against, and 356,388 abstentions reported for the auditor ratification proposal.

Investors approved the 2025 compensation of Nucor’s named executive officers on an advisory say-on-pay basis, with 167,456,504 votes for, 7,237,903 votes against, 958,083 abstentions, and 26,715,233 broker non-votes recorded in the voting results.

The say-on-pay proposal regarding 2025 compensation of Nucor’s named executive officers recorded 26,715,233 broker non-votes. Broker non-votes occur when brokers do not have discretionary authority and beneficial owners do not provide voting instructions on a non-routine proposal.

NUCOR CORPORATION

Date: May 19, 2026

/s/ John L. Sullivan

John L. Sullivan

Chief Financial Officer, Treasurer and Executive Vice President

3 documents