Nucor (NUE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, via virtual webcast, with voting on four key proposals including director elections, auditor ratification, executive compensation, and a new omnibus incentive plan.

• Focus on safety, sustainability, and profitability, with 2024 being the safest year in company history and over $12 billion returned to shareholders in the past five years.

• Largest recycler of scrap in North America, with a mission to be the safest, highest quality, lowest cost, and most sustainable steel company.

Voting matters and shareholder proposals

• Election of eight directors nominated by the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote on 2024 executive compensation.

• Approval of the 2025 Omnibus Incentive Compensation Plan, increasing available shares for equity awards.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; 38% are women or minorities.

• Lead Director structure in place; annual board and committee self-evaluations.

• Mandatory retirement age for non-employee directors is 72; overboarding policy limits outside board service.

• Proxy access and majority vote resignation policy for uncontested elections.