NUCOR CORP (NUE)

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2026 Annual Meeting Analysis

NUCOR CORP · Meeting: May 14, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

8

Directors AGAINST

0

Say on Pay

FOR

Auditor

AGAINST

Director Elections

Election of the eight nominees as directors

8 FOR
✓ FOR
Norma B. Clayton

Director since 2021 (under 5 years tenure), no overboarding concerns (holds 2 public board seats), and the TSR trigger does not apply — Nucor's 3-year return of +49.9% trails the peer median by only 14.4 percentage points, well below the 65-point threshold required to trigger an against vote given the strong positive absolute return.

✓ FOR
Patrick J. Dempsey

Director since 2016 with no overboarding concerns and relevant industrial/manufacturing experience; the 3-year TSR gap of 14.4 percentage points versus the peer median does not breach the 65-point threshold applicable to companies with strong positive absolute returns, so no TSR trigger fires.

✓ FOR
Nicholas C. Gangestad

Director since 2023 (approximately 3 years, within the range where the trigger is applied proportionally but tenure covers less than half the underperformance period), holds 2 additional public board seats which is within policy limits, and the 14.4-point peer gap is far below the 65-point threshold; no policy trigger applies.

✓ FOR
Christopher J. Kearney

Long-serving Lead Director since 2008 with strong governance and manufacturing credentials, holds 1 additional public board seat (within limits), and the 3-year TSR underperformance versus peers of 14.4 percentage points is well below the 65-point threshold required for a strong-positive-return company.

✓ FOR
Laurette T. Koellner

Director since 2015 with extensive financial and executive experience; she holds 3 additional public board seats (Goodyear, Papa John's, and Celestica), which is at the maximum permitted under Nucor's own overboarding policy of no more than 3 outside boards, and the TSR gap of 14.4 points is far below the policy trigger threshold of 65 points.

✓ FOR
Michael W. Lamach

Director since 2022 with relevant CEO and industrial leadership experience, holds 3 additional public board seats (Columbus McKinnon, Honeywell, PPG) which is at the maximum permitted under Nucor's own overboarding policy but does not exceed the policy threshold of 4 or more seats that triggers an against vote under our voting policy; the 14.4-point TSR gap is far below the 65-point trigger threshold.

✓ FOR
Leon J. Topalian

As Chair and CEO he is subject to the same TSR trigger as other directors; Nucor's 3-year absolute return of +49.9% is strong positive and the peer underperformance of 14.4 percentage points is well below the 65-point threshold, so no TSR trigger fires; he holds 1 outside public board seat (PPG) which is within the sitting-CEO limit of 1 outside board.

✓ FOR
Nadja Y. West

Director since 2019 with strong operational leadership credentials; she holds 3 additional public board seats (Tempus AI, Johnson & Johnson, Tenet Healthcare), which is at the maximum allowed under Nucor's own policy but does not breach our voting policy's threshold of 4 or more seats; the 14.4-point TSR peer gap is well below the 65-point trigger threshold.

All eight directors receive a FOR vote. Nucor's 3-year price return of +49.9% is solidly positive, and the company underperforms its compensation peer group median by only 14.4 percentage points — far below the 65-point threshold that would trigger against votes for a company with strong positive absolute returns. The 5-year TSR of +162.8% outperforms peers by +93.6 percentage points, further confirming the board's long-term stewardship is sound. No director is overboarded under our voting policy (4+ seats for non-executives, 2+ outside boards for a sitting CEO), attendance is reported as satisfactory for all directors, the board discloses a skills matrix, and all audit committee members have relevant financial expertise.

Say on Pay

✓ FOR

CEO

Leon J. Topalian

Total Comp

$14,945,471

Prior Support

86%%

CEO total compensation of approximately $14.9 million is reasonable for a company of Nucor's scale ($53 billion market cap) in the Materials sector, and prior-year say-on-pay support was a strong 86%, well above the 70% threshold that would require visible corrective action. The pay structure is heavily weighted toward variable, performance-linked compensation — roughly 78% of the CEO's target pay is at risk — with multi-year metrics including return on average invested capital relative to steel peers and a broader general industry group, which are meaningful and difficult-to-manipulate long-term measures. Nucor also maintains a strong clawback policy, significant stock ownership requirements, and no excessive perquisites, and the 3-year LTIP payout of 130% of target reflects genuine relative outperformance within the steel peer group, supporting the conclusion that incentive pay was appropriately earned.

Auditor Ratification

✗ AGAINST

Auditor

PricewaterhouseCoopers LLP

Tenure

37 yrs

Audit Fees

$6,322,638

Non-Audit Fees

$417,700

auditor tenure 37 years exceeds 25 year threshold

PwC has audited Nucor since 1989 — a relationship spanning 37 years — which exceeds our 25-year tenure threshold that triggers an against vote. The non-audit fee ratio is well within acceptable limits (tax fees of $10,700 plus other fees of $407,000 total $417,700 against audit fees of $6,322,638, representing roughly 6.6% of audit fees, far below the 50% threshold). However, the proxy does not provide a specific, compelling rationale for why a 37-year auditor relationship should continue, such as a disclosed active rotation plan or exceptional recent audit quality metrics, so the tenure trigger is not waived. A Big 4 firm of PwC's caliber is appropriate for a $53 billion company, but the extraordinary length of the relationship raises valid independence concerns.

Actual Vote Results

Meeting held May 14, 2026

View 8-K ↗

Director Elections

Nominee% FORVotes ForWithheld / AgainstResult
Nicholas C. Gangestad
99.0%
174.0M1.7M✓ Elected
Norma B. Clayton
99.0%
173.9M1.8M✓ Elected
Michael W. Lamach
98.8%
173.5M2.2M✓ Elected
Nadja Y. West
98.7%
173.4M2.2M✓ Elected
Patrick J. Dempsey
97.0%
170.5M5.2M✓ Elected
Laurette T. Koellner
97.0%
170.3M5.3M✓ Elected
Christopher J. Kearney
95.0%
166.9M8.8M✓ Elected
Leon J. Topalian
95.0%
166.8M8.9M✓ Elected

Say on Pay

95.3%

For 167.5M · Against 7.2M · Abstain 958,083

✓ Passed

Auditor Ratification

94.4%

For 191.0M · Against 11.0M · Abstain 356,388

✓ Passed

Overall Assessment

The 2026 Nucor annual meeting ballot contains three proposals: we vote FOR the full director slate (the 3-year TSR peer gap of 14.4 points is far below the trigger threshold and the 5-year track record is excellent), FOR on say-on-pay (pay is heavily performance-linked, prior support was 86%, and the structure aligns well with shareholder interests), and AGAINST on auditor ratification solely because PricewaterhouseCoopers has served as Nucor's auditor for 37 consecutive years — 12 years beyond our 25-year independence threshold — without a disclosed rotation plan or compelling justification for continuation. There are no stockholder proposals on the ballot.

Filing date: March 27, 2026·Policy v1.2·high confidence

Compensation Peer Group

21 companies disclosed in 2026 proxy filing

MMM3M Company
CATCaterpillar Inc.
CLFCleveland-Cliffs Inc.
CMICummins Inc.
DHRDanaher Corporation
DEDeere & Company
ETNEaton Corporation plc
EMREmerson Electric Co.
FCXFreeport-McMoRan Inc.
GDGeneral Dynamics Corporation
HONHoneywell International Inc.
ITWIllinois Tool Works Inc.
IPInternational Paper Company
NOCNorthrop Grumman Corporation
PCARPACCAR Inc.
PHParker-Hannifin Corporation
PPGPPG Industries, Inc.
STLDSteel Dynamics, Inc.
TXTTextron Inc.
TTTrane Technologies plc
XUnited States Steel Corporation