Independent
Tenure on this board
4.8 yrs
Also a director at
Goodyear Tire & Rubber Co (GT)
8 nominees · 3 ballot items.
Elect eight directors; Ratify appointment of PwC as independent registered public accounting firm for 2026; Advisory vote to approve named executive officer compensation for 2025.
Elect the eight directors nominated by the Board to serve until the 2027 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for 2026.
This proposal asks stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as Nucor’s independent registered public accounting firm for 2026. Management seeks shareholder ratification as a governance practice although not required by bylaws; the Audit Committee reviewed PwC’s performance for 2025 and concluded to reappoint PwC, which has served since 1989. Ratification signals stockholder support for the Audit Committee’s oversight of auditor selection and can affect perceptions of auditor independence and continuity. If shareholders do not ratify, the Audit Committee will reconsider the appointment, and even if ratified the committee retains discretion to change auditors during the year. The Board recommends voting FOR, citing the committee’s review and the importance of auditor continuity and experience with the company’s operations and controls.
A non-binding, advisory vote to approve the compensation paid to Nucor’s named executive officers for 2025 as disclosed in the proxy statement.
This management proposal requests an advisory “say-on-pay” approval of the Company’s 2025 executive compensation program as disclosed in the proxy statement. Management seeks this non-binding endorsement to validate its pay philosophy — a heavily performance-based program with significant at-risk compensation tied to ROE and ROAIC and long-term incentives — and to signal alignment with stockholders. The Compensation and Executive Development Committee reports that approximately 86% of voting stockholders approved the 2024 say-on-pay vote, and it engages regularly with large investors. The Board recommends voting FOR and will consider the results in future compensation decisions; the vote is advisory and does not alter fiduciary duties.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 8.5% | 19,250,872 | $3.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.4% | 14,466,444 | $2.4B |
| 3 | STATE STREET CORP | 5.4% | 12,243,259 | $2.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 11,736,865 | $2.0B |
| 5 | BlackRock, Inc. | 3.5% | 7,935,409 | $1.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 5,431,824 | $915M |
| 7 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.2% | 4,956,001 | $838M |
| 8 | BlackRock, Inc. | 2.0% | 4,657,917 | $788M |
| 9 | BERKSHIRE HATHAWAY INC | 1.7% | 3,907,075 | $661M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.9% | 2,075,891 | $351M |
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