NUCOR CORP (NUE)
Sector: Materials
2026 Annual Meeting Analysis
NUCOR CORP · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the eight nominees as directors
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.
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.
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.
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.
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.
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.
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.
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
✓ FORCEO
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
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
37 yrs
Audit Fees
$6,322,638
Non-Audit Fees
$417,700
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
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Nicholas C. Gangestad | 99.0% | 174.0M | 1.7M | ✓ Elected |
| Norma B. Clayton | 99.0% | 173.9M | 1.8M | ✓ Elected |
| Michael W. Lamach | 98.8% | 173.5M | 2.2M | ✓ Elected |
| Nadja Y. West | 98.7% | 173.4M | 2.2M | ✓ Elected |
| Patrick J. Dempsey | 97.0% | 170.5M | 5.2M | ✓ Elected |
| Laurette T. Koellner | 97.0% | 170.3M | 5.3M | ✓ Elected |
| Christopher J. Kearney | 95.0% | 166.9M | 8.8M | ✓ Elected |
| Leon J. Topalian | 95.0% | 166.8M | 8.9M | ✓ Elected |
Say on Pay
For 167.5M · Against 7.2M · Abstain 958,083
Auditor Ratification
For 191.0M · Against 11.0M · Abstain 356,388
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.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing