UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Submission of Matters to a Vote of Security Holders. |
(e) On May 8, 2025, Nucor Corporation (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”), which replaces the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, as amended and restated. The Company’s Board of Directors (the “Board”) adopted the 2025 Plan on February 18, 2025, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2025 Plan became effective as of that date.
The 2025 Plan authorizes a variety of types of equity-based awards, including stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units, that may be granted to the Company’s employees, officers, consultants and non-employee directors. You can find a summary of the principal features of the 2025 Plan in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”), under the heading “Proposal 4: Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan.” The summary of the 2025 Plan in the Proxy Statement is qualified in its entirety by the full text of the 2025 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K. Also filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K are the forms of restricted share unit award agreements and form of nonqualified stock option award agreement to be used in connection with grants of such awards that may be made pursuant to the 2025 Plan.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The Company held the Annual Meeting on May 8, 2025.
(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 2026 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 2025. Additionally, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2024. Finally, the Company’s stockholders approved the 2025 Plan. Each of these proposals is further described in the Company’s Proxy Statement. 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 |
173,140,259 | 3,025,596 | 26,330,124 | |||
| Patrick J. Dempsey |
171,967,171 | 4,198,684 | 26,330,124 | |||
| Nicholas C. Gangestad |
173,318,159 | 2,847,696 | 26,330,124 | |||
| Christopher J. Kearney |
165,785,326 | 10,380,529 | 26,330,124 | |||
| Laurette T. Koellner |
171,731,932 | 4,433,923 | 26,330,124 | |||
| Michael W. Lamach |
173,297,543 | 2,868,312 | 26,330,124 | |||
| Leon J. Topalian |
164,419,798 | 11,746,057 | 26,330,124 | |||
| Nadja Y. West |
172,524,516 | 3,641,339 | 26,330,124 |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 192,784,896 | 9,465,079 | 246,004 | — |
| 3. | Advisory vote to approve the Company’s named executive officer compensation in 2024: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 152,257,251 | 22,323,644 | 1,584,960 | 26,330,124 |
| 4. | Approval of the 2025 Plan: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 168,785,878 | 5,744,594 | 1,635,383 | 26,330,124 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
| NUCOR CORPORATION | ||||||
| Date: May 14, 2025 | By: | /s/ Stephen D. Laxton | ||||
| Stephen D. Laxton | ||||||
| Chief Financial Officer and Executive Vice President | ||||||