Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023     NUCOR CORPORATION (Exact name of registrant as specified in its charter)       Delaware   1-4119   13-1860817 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1915 Rexford Road Charlotte , North Carolina   28211 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (704) 366-7000 Not Applicable (Former name or former address, if changed since last report.)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.40 per share   NUE   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 5.07. Submission of Matters to a Vote of Security Holders. (a)    On May 11, 2023, Nucor Corporation (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). (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 2024 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 2023. Additionally, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2022 and voted, on an advisory basis, to conduct future advisory votes on named executive compensation every year. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 24, 2023. 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   198,000,749   3,408,097   24,318,147 Patrick J. Dempsey   197,642,357   3,766,489   24,318,147 Christopher J. Kearney   185,370,257   16,038,589   24,318,147 Laurette T. Koellner   194,278,868   7,129,978   24,318,147 Michael W. Lamach   199,429,676   1,979,170   24,318,147 Joseph D. Rupp   197,957,726   3,451,120   24,318,147 Leon J. Topalian   189,888,407   11,520,439   24,318,147 Nadja Y. West   197,974,567   3,434,279   24,318,147   2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023:   Votes For   Votes Against   Abstentions   Broker Non-Votes 216,295,317   9,222,770   208,906   —   3. Advisory vote to approve the Company’s named executive officer compensation in 2022:   Votes For   Votes Against   Abstentions   Broker Non-Votes 184,683,670   15,395,826   1,329,350   24,318,147   4. Advisory vote on the frequency of future advisory votes on named executive officer compensation:   One Year   Two Years   Three Years   Abstentions   Broker Non-Votes 193,302,432   517,082   7,214,500   374,832   24,318,147 (d)    Based on the voting results of the Annual Meeting, the Board has adopted a policy that the Company will include an advisory stockholder vote on named executive officer compensation in the Company’s proxy materials on an annual basis until the next required advisory vote on the frequency of stockholder votes on named executive officer compensation, which will occur no later than the Company’s annual meeting of stockholders in 2029. 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 12, 2023     By:   /s/ Stephen D. Laxton       Stephen D. Laxton       Chief Financial Officer, Treasurer and Executive Vice President