01—Abstract
Summary
Summary of the 8-K filed May 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Nucor Corporation held its 2025 annual meeting of stockholders on May 8, 2025, as reported in this Form 8-K filed May 14, 2025.
At the meeting, stockholders approved the Nucor Corporation 2025 Omnibus Incentive Compensation Plan, which replaces the 2014 Omnibus Incentive Compensation Plan, as amended and restated. The Board of Directors adopted the 2025 Plan on February 18, 2025, subject to stockholder approval, and it became effective upon approval. The plan authorizes stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units for employees, officers, consultants and non-employee directors.
A summary of the plan appears in the definitive proxy statement filed March 24, 2025, and the full plan and forms of restricted share unit and nonqualified stock option award agreements are filed as exhibits. All eight director nominees were elected to serve until the 2026 annual meeting. Each received more votes "for" than "withheld." Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, and approved on an advisory basis the compensation of the named executive officers for 2024.
The filing reports the vote counts for each proposal, including the 2025 Plan approval, which received 168,785,878 votes for and 5,744,594 against, with 1,635,383 abstentions and 26,330,124 broker non-votes. For investors, this filing is primarily a governance and compensation update.
It does not report financial results, guidance, or changes to Nucor's operations. The most notable items are the adoption of a new equity compensation framework and the advisory say-on-pay vote, which passed with 152,257,251 votes for and 22,323,644 against, indicating a meaningful minority of shareholder dissent on executive pay.
02—Key points
Key Highlights
- Annual meeting held May 8, 2025, where stockholders approved the 2025 Omnibus Incentive Compensation Plan, replacing the 2014 plan.
- The 2025 Plan authorizes stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units for employees, officers, consultants and non-employee directors.
- All eight director nominees were elected to terms expiring at the 2026 annual meeting, each receiving more votes for than withheld.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025, with 192,784,896 votes for and 9,465,079 against.
- The advisory vote on 2024 named executive officer compensation passed with 152,257,251 votes for and 22,323,644 against, with 1,584,960 abstentions.
- The 2025 Plan was approved with 168,785,878 votes for and 5,744,594 against, with 1,635,383 abstentions and 26,330,124 broker non-votes.
- Exhibits include the full 2025 Plan (incorporated by reference to the proxy statement) and forms of restricted share unit and nonqualified stock option award agreements for awards granted after May 8, 2025.
03—Questions
Frequently Asked Questions
What did Nucor's stockholders approve at the May 8, 2025 annual meeting?
Stockholders elected all eight director nominees, ratified PricewaterhouseCoopers LLP as the 2025 independent auditor, approved on an advisory basis the 2024 named executive officer compensation, and approved the Nucor Corporation 2025 Omnibus Incentive Compensation Plan.
What does the 2025 Omnibus Incentive Compensation Plan do?
The 2025 Plan replaces the 2014 Omnibus Incentive Compensation Plan and authorizes equity-based awards, including stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units, for employees, officers, consultants and non-employee directors. The Board adopted it on February 18, 2025, and it took effect upon stockholder approval.
Did shareholders support the executive compensation proposal?
Yes, the advisory vote passed, with 152,257,251 votes for and 22,323,644 against, plus 1,584,960 abstentions and 26,330,124 broker non-votes. The against count indicates notable shareholder dissent.
Does this filing report Nucor's financial results or guidance?
No. This 8-K covers only the results of the annual meeting vote and the adoption of the 2025 Plan. It does not include financial results, guidance, or operational updates.
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