UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx ☒

Filed by a Party other than the Registrant¨

☐

Check the appropriate box:

NUCOR CORPORATION

Nucor Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1915 Rexford Road       Charlotte, North Carolina 28211       Phone704/366-7000      Fax704/362-4208 

NOTICE OF 20162018 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

ANNUAL MEETING

The 20162018 annual meeting of stockholders (the “Annual Meeting”) of Nucor Corporation (“Nucor”) will be held in Thethe Morrison Ballroom of the Charlotte Marriott SouthPark, 2200 Rexford Road, Charlotte, North Carolina 28211, at 10:00 a.m., Eastern Time, on Friday,Thursday, May 13, 2016,10, 2018, for the following purposes:

Stockholders as of record at the close of business on March 14, 201612, 2018 are entitled to notice of and to vote at the meeting.Annual Meeting.

It is important that you vote. To ensure that youThis year we will be represented atusing the meeting, please vote by oneSecurities and Exchange Commission rule that allows us to provide our proxy materials to our stockholders via the Internet. By doing so, most of our stockholders will only receive a notice of the following three methods: (1) via mail by completing, signing, dating and promptly returningAnnual Meeting containing instructions on how to access the enclosed proxy card or voting instruction form in the enclosed envelope; (2) via telephone using the toll-free number and instructions shown on the enclosed proxy card or voting instruction form; or (3)materials via the Internet and vote online, by usingtelephone or by mail. If you would like to request a paper or e-mail copy of the website information andproxy materials, you should follow the instructions listed onin the enclosed proxy card or voting instruction form. Your prompt attention is requested.

notice for requesting a copy.

By order of the Board of Directors,

A. Rae Eagle

General Manager and

Corporate Secretary

March 17, 2016

23, 2018

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

to be Held on May 13, 201610, 2018

The Notice of Annual Meeting and Proxy Statement and the 2017 Annual Report to Stockholders are available atwww.proxyvote.com.

The proxy statement and annual report to stockholders are available at https://materials.proxyvote.com/670346.

YOUR VOTE IS VERY IMPORTANT. TO ENSURE THAT YOU WILL BE REPRESENTED AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURNSUBMIT YOUR PROXY AS SOON AS POSSIBLE VIA THE ENCLOSED PROXY CARD OR VOTING

INSTRUCTION FORM IN THE ENCLOSED ENVELOPE, OR VOTE VIAINTERNET, TELEPHONE OR INTERNET.MAIL.

Table of Contents

i

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. As this summary does not contain all of the information that you should consider, please refer to the complete Proxy Statement before voting.

Annual Meeting of Stockholders

Voting Matters

Director Nominees (page 6)

    2018 Proxy Statement    1

Corporate Governance Highlights (page 12)

Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our stockholders. Our governance framework includes the following highlights:

2         2018 Proxy Statement

GENERAL INFORMATION

The enclosed proxy is being solicited by the Board of Directors (the “Board of Directors” or the “Board”) of Nucor Corporation (“Nucor”, “we”Nucor,” the “Company,” “we,” “us” or the “Company”“our”) for use at the 20162018 annual meeting of stockholders (the “Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on Friday,Thursday, May 13, 2016, and any adjournment or postponement thereof. The proxy may be revoked by10, 2018 at the stockholder by letter to Nucor’s Corporate SecretaryCharlotte Marriott SouthPark (Morrison Ballroom) located at 19152200 Rexford Road, Charlotte, North Carolina 28211 received before the meeting, by timely submitting another proxy, or by attending and voting at the meeting.28211. Directions to the meeting location of the Annual Meeting may be obtained by calling(704) 366-7000.

Delivery of Proxy Materials and Annual Report

We have elected to distribute a notice regarding the availability of proxy materials on the Internet, rather than sending a full set of these materials in the mail, to most of our stockholders. The 2015 annual reportnotice, or a full set of Nucor, including financial statements, is being mailed to all stockholders of record together withthe proxy materials (including this proxy statementProxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 23, 2018, and the proxy materials were posted on or about March 17, 2016. The 2015 annual report and other information about the Company is available on ourinvestor relations portion of the Company’s website, atwww.nucor.com/investor., and on the website referenced in the notice on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper ore-mail copy of the proxy materials, you should follow the instructions in the notice for requesting a copy. The information on our website is not a part of this proxy statement.

Proxy Statement.

Shares Entitled to Vote; Quorum

The record date for the annual meetingAnnual Meeting is March 14, 2016.12, 2018. Only holders of record of Nucor’s common stock atas of the close of business on that date will be entitled to vote at the annual meeting.Annual Meeting. As of the record date, 317,925,310318,091,361 shares of Nucor common stock were outstanding. The presence, in person or by proxy, of the holders of a majority of the shares of Nucor common stock issued, outstanding and entitled to vote at the annual meetingAnnual Meeting is necessary to constitute a quorum.quorum for the transaction of business at the Annual Meeting.

Voting Rights and Procedures

Each share of Nucor common stock outstanding on the record date is entitled to one vote except with respect to the election of directors. With respect to the election of directors, each share of Nucor common stock is entitled to cumulative voting rights, which means that when voting for director nominees for director each share is entitled to a number of votes equal to the number of nominees for election as directors. Accordingly, when voting for director nominees, for director, all of the votes to which a share of Nucor common stock is entitled may be voted in favor of one nominee or may be distributed among the nominees. The holders of the enclosed proxy will have the discretionary authority to cumulate votes in the election of directors.

Stockholders of record who wish to cumulate their votes must submit a proxy card or cast a ballot and make an explicit statement of their intent to do so, either by so indicating on the proxy card or by indicating in writing on their ballot when voting at the annual meeting.Annual Meeting. If a person who is the beneficial owner of shares held in street name wishes to cumulate votes, the stockholder will need to contact the broker, bank, trustee or other nominee who is the record owner of the shares.

Votes Required to Approve Each Proposal

The following are the voting requirements for each proposal:

Proposal 1, Election of Directors.    ForDirectors shall be elected by a plurality of the election of directors,votes cast (meaning that the eightseven director nominees receivingwho receive the highest number of all votes cast for directors at the annual meeting“for” their election will be elected as directorsdirectors), subject to serve untila Corporate Governance Principle adopted by the next annual meeting of stockholders.Board as described below.

Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm.    Approval of the ratificationRatification of the appointment of PricewaterhouseCoopers LLP as theNucor’s independent registered public accounting firm of the Company for fiscal year 20162018 requires the affirmative vote of the holders of a majority of the total votes of all shares of common stock present in person or represented by proxy and entitled to vote on the proposal (meaning that of the shares represented at the annual meeting.Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

Proposal 3, Advisory Vote to Approve Named Executive Officer Compensation.    Approval, on an advisory basis, of the Amendment to our Restated Certificate of Incorporation to Adopt a Majority Voting Standard, Eliminate Cumulative Voting and Remove Obsolete Provisions.    The proposal to amend our Restated Certificate of Incorporation to adopt a majority voting standard, eliminate cumulative voting and remove obsolete provisions requires the affirmative vote of the holders of 80%a majority of the outstanding shares present in person or

    2018 Proxy Statement    3

GENERAL INFORMATION

represented by proxy and entitled to vote in electionson the proposal (meaning that of directors in orderthe shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for the matterit to be adopted.

approved).

ProposalsProposal 4, and 5, Stockholder ProposalsProposal.    Approval of each of the proposalsstockholder proposal requires the affirmative vote of the holders of a majority of the total votes of all shares of common stock present in person or represented by proxy and entitled to vote on the proposal (meaning that of the shares represented at the annual meeting.Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

Other Items.    For any other matters, the affirmative vote of the holders of a majority of the total votes of all shares of common stock present in person or represented by proxy and entitled to vote on the item at the annual meeting will be required for approval.approval (meaning that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the item for it to be approved).

Withhold“Withhold” Votes, Abstentions and Broker Non-Votes“Non-Votes”

Abstentions and broker “non-votes”“non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum for the annual meeting.Annual Meeting. A “non-vote”broker“non-vote” occurs when a nominee holding shares in street name for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner.

Under the New York Stock Exchange rules and regulations (the “NYSE rules”), proposal 2, the proposal to ratifyratification of the appointment of thePricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for 2018, is considered a “discretionary”“routine” matter, which means that brokerage firms may vote in their discretion on this matterproposal on behalf of clients who have not furnished voting instructions. However, proposals 1, 3 and 4, the election of directors, the proposaladvisory vote to amend our Restated Certificate of Incorporationapprove Nucor’s named executive officer compensation in 2017 and the stockholder proposalsproposal, respectively, are “non-discretionary”“non-routine” matters under the NYSE rules, which means that brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.

With respect to proposal 1, the election of directors, only “for” and “withhold” votes may be cast. Broker“non-votes” are not considered votes cast for the foregoing purpose and broker non-votes will have no effect on the outcome of the proposal. Nucor’s“Withhold” votes will also generally have no effect on the outcome of the proposal. However, the Board of Directors has adopted a Corporate Governance Principle intended to give further effect to withheld“withheld” votes in uncontested director elections for directors under certain circumstances. This Corporate Governance Principle, which is set forthdescribed in more detail in this proxy statementProxy Statement under the heading “Proposal 1: Election of Directors” andDirectors,” requires, in an uncontested election, any nominee for director who receivedis an incumbent director and receives a greater number of votes “withheld” from his or her election than votes “for” suchhis or her election to promptly tender his or her resignation to the Secretary of the Company following certification of the stockholder vote for consideration by the Governance and Nominating Committee.

Board.

With respect to proposals 2, 43 and 5,4, the ratification of the appointment of PricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for fiscal 20162018, the advisory vote to approve Nucor’s named executive officer compensation in 2017 and the stockholder proposal, respectively, you may vote “for” or “against” the proposals, anor you may “abstain” from voting on the proposals. An abstention will be counted as a vote present or represented and entitled to vote on the proposals and will have the same effect as a vote against“against” the proposals, and a broker “non-vote”“non-vote” will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome.

With As discussed above, because proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for 2018, is considered a “routine” matter, we do not expect any broker“non-votes” with respect to proposal 3, the approval of the amendment to our Restated Certificate of Incorporation to adopt a majority voting standard, eliminate cumulative voting and remove obsolete provisions, abstentions and broker “non-votes” will have the same effect as votes against thethis proposal.

Voting of Proxies

Each valid proxy received and not revoked before the Annual Meeting will be voted at the meeting. To be valid, a written proxy card must be properly executed. Proxies voted by telephone or via the Internet must be properly completed pursuant to this solicitation. If you specify your vote regarding any matter presented at the

The

4         2018 Proxy Statement

GENERAL INFORMATION

Annual Meeting, your shares represented by each proxy you properly submit to us will be voted by one of the individuals indicated on the proxy as you direct.in accordance with your specification. If you submit a proxy but do not indicate how you wish tospecify your vote, your shares will be voted:

Revoking Your Proxy or Changing Your Vote

You may revoke your proxy or change your vote at any time before the vote is taken at the Annual Meeting. If you are a stockholder of our Restated Certificaterecord, you may revoke your proxy or change your vote by (i) submitting a written notice of Incorporationrevocation to adoptNucor’s Corporate Secretary at Nucor Corporation, 1915 Rexford Road, Charlotte, North Carolina 28211; (ii) delivering a majorityproxy bearing a later date by telephone, the Internet or mail until the applicable deadline for each method; or (iii) attending the Annual Meeting and voting standard, eliminate cumulativein person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the Annual Meeting. For all methods of voting, the last vote cast will supersede all previous votes. If you hold your shares in street name and remove obsolete provisions;you have instructed your broker, bank, trustee or other nominee to vote your shares, you may change or revoke your voting instructions by following the specific instructions provided to you by your broker, bank, trustee or other nominee, or, if you have obtained a legal proxy from your broker, bank, trustee or other nominee, by attending the Annual Meeting and voting in person.

PROPOSAL 1

ELECTION OF DIRECTORS

The number of directors is currently fixed at nine. Harvey B. Gantt, age 73,eight. Gregory J. Hayes is not standing for re-electionreelection at the 2016 annual meeting due to his having reached the mandatory retirement age under the Company’s Corporate Governance Principles.Annual Meeting. Mr. GanttHayes has been a Nucor director since 1999, served2014, serving as a member of the Audit, Compensation and Executive Development, and Governance and Nominating and Compensation committeesCommittees during such time, and as Chairman of the Audit Committee since 2014. Mr. Hayes has been an integral and invaluablevaluable member of the Nucor team. As a result of Mr. Gantt’s retirement, effectiveEffective on the date of the 2016 annual meeting,Annual Meeting, the size of the Board will be reduced to eightseven members.

On the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the eightseven persons named below for election as directors at the 2016 annual meeting.Annual Meeting. If elected, each nominee will serve until his or her term expires at the 20172019 annual meeting of stockholders or until his or her successor is duly elected and qualified.

All of the nominees are currently serving as directors and were elected to the Board at the 20152017 annual meeting of the Company’s stockholders except for Laurette T. Koellner,U.S. Army General (retired) Lloyd J. Austin III, who was elected to the Board in September 2015. Ms. Koellner2017. General Austin was initially identified to the Board as a potential director by Spencer Stuart, an executive search consulting firm retained by the Board.a non-management director. Each nominee has agreed to be named in this proxy statementProxy Statement and to serve if elected.

Shares represented by all proxies received by the Board of Directors and not marked to withhold authority to vote for the nominees will be voted for their election. The Board of Directors knows of no reason why any of these nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as Nucor’sthe Board of Directors may designate.

Nucor’s Board of Directors has adopted the followingMajority Voting in Uncontested Director Elections.    We have a majority vote standard in uncontested director elections in order to address “holdover” terms for any incumbent directors. Under our Corporate Governance Principle entitled “Effect of Withheld Votes in Uncontested Elections for Director.”

Any nominee for directorPrinciples, in an uncontested election, any nominee for director who is an incumbent director and receives a greater number of votes “withheld” from his or her election than votes “for” suchhis or her election shallmust promptly tender his or her resignation to the Secretary of the Company following certification of the stockholder vote for consideration by the Governance and Nominating Committee. The Committee shall evaluate the director’s tendered resignation taking into account the best interests of the Company and its stockholders and shall recommend to the Board whether to accept or rejectBoard. In such resignation. In making its recommendation, the Committee may consider, among other things, the effect of the exercise of cumulative voting in the election. The Board shall actevent, within 120 days following certification of the stockholder vote, the Board will decide, after taking into account the recommendation of the Governance and Nominating Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Governance and Nominating Committee and the Board may each consider all factors it deems relevant in deciding whether to accept a director’s resignation. Nucor will promptly disclose itsthe Board’s decision and the reasons therefor in an a Form8-K filing with the Securities and Exchange Commission (the “SEC”). Any director who tenders his or herThe resignation pursuantpolicy set forth in the Company’s Corporate Governance Principles does not apply to this principle shall not participate in any committee or Board consideration of it.

contested elections.

Vote Recommendation

Nucor’sThe Board of Directors recommends a vote FOR the election of each of the eightseven nominees listed below.Unless otherwise specified, proxies will be votedFOR each nominee.

6         2018 Proxy Statement

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS,

ATTRIBUTES AND SKILLS OF

THE NOMINEES

    2018 Proxy Statement    7

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

CHRISTOPHER J. KEARNEY				Director Since:2008 Age:60

its managing partner since its formation. Mr. Kearney haspreviously served asNon-Executive Chairman of the board of directors of SPX FLOW, Inc., a global supplier of highly engineered flow components, process equipment andturn-key solutions into the power and energy, food and beverage and industrial end markets, since Septemberfrom January 2016 until May 2017 and as Chairman, President and Chief Executive Officer from October 2015 through December 2015. At that time,Prior to the spinoff of SPX FLOW from SPX Corporation, a global multi-industry manufacturer, completed a spinoff of its flow technology business and Mr. Kearney became Chairman, President and Chief Executive Officer of SPX FLOW, Inc. He retired as President and Chief Executive Officer of SPX FLOW on December 31, 2015. Mr. Kearney previously served as Chairman of SPX Corporation from 2007 untilthrough September 2015, and as President and Chief Executive Officer of SPX from 2004 untilthrough September 2015. He joined SPX Corporation in 1997 as Vice President, Secretary and General Counsel. Mr. Kearney also serves on the board of directorsserved as a director of SPX Corporation from 2007 through 2016 and served as a director of Polypore International, Inc. from 2012 tothrough 2015. In addition to his strong leadership skills developed as the CEO of a global manufacturing company, Mr. Kearney brings valuable business and mergers and acquisitions experience as well as corporate legal experience to Nucor’sthe Board.
LAURETTE T. KOELLNER     Director Since:2015

LAURETTE T. KOELLNER Age:63				Director Since:2015 Age:61

Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. (“AIG”), from 2012 until its sale in 2014. Ms. Koellner is the former President of Boeing International, a division of The Boeing Company, (aerospace manufacturer),an aerospace manufacturer, serving from 2006 to 2008. Prior to that, Ms. Koellner served as President of Connexion by Boeing from 2004 to 2006. She also served as Executive Vice President, Chief Administration and Human Resources Officer of Boeing from 2002 to 2004 and was a member of the Office of the Chairman from 2002 to 2003. She served as President of Shared Services Group of Boeing from 2001 to 2002. She served as Vice President and Corporate Controller of Boeing from 1999 to 2001. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corporation, where her roles included Vice President and Corporate General Auditor as well as Division Director of Human Resources. Ms. Koellner currently serves on the boards of directors of Celestica Inc., The Goodyear Tire & Rubber Company and Papa John’s International, Inc. She served as a director of Hillshire Brands, Inc. from 2003 tothrough 2014 and of AIG from 2009 tothrough 2012. Ms. Koellner brings extensive international and financial expertise to Nucor’sthe Board as well as experience in corporate governance and risk management.

8         2018 Proxy Statement

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

JOHN H. WALKER				Director Since:2008 Age:58

Mr. WalkerFebruary 2017. He has served asNon-Executive Chairman of Global Brass and Copper Holdings, Inc., a manufacturer and distributor of copper and copper-alloy sheet, strip, plate, foil, rod and fabricated components, since March 2014. Mr. Walker previously served as Executive Chairman of Global Brass and Copper from November 2013 to March 2014 and as Chief Executive Officer from 2007 to March 2014. Prior to joining Global Brass and Copper, Mr. Walker was the President and Chief Executive Officer of The Boler Company, the parent company of Hendrickson International, a suspension manufacturer for heavy duty trucks and trailers, from 2003 to 2006. From 2001 to 2003, he served as Chief Executive Officer of Weirton Steel Corporation, a producer of flat rolled carbon steel, and from 2000 to 2001 as President and Chief Operating Officer. From 1997 to 2000, Mr. Walker was President of flat rolled products for Kaiser Aluminum Corporation, a producer of fabricated aluminum products. Mr. Walker currently serves on the boardwas a director of United Continental Holdings, Inc. and was a director of Delphi Corporation from 20052002 through 2009.2016. In serving as Chief Executive Officer for three different companies, Mr. Walker has developed strong executive leadership and strategic management skills. Mr. Walker also brings to Nucor’s boardthe Board more than 30 years of experience in metal-related manufacturing and fabricating industries.

    2018 Proxy Statement    9

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following tables below give information concerning the beneficial ownership of Nucor’s common stock as of February 29, 201628, 2018 by all directors and director nominees, each executive officer listed in the Summary Compensation Table, all directors and executive officers as a group, and the persons who are known to Nucor to be the owners of more than five percent5% of the outstanding common stock of Nucor. “Beneficial ownership” is determined in accordance with the rules of the SEC.

Executive Officers and Directors

10         2018 Proxy Statement

SECURITY OWNERSHIPOF MANAGEMENTAND CERTAIN BENEFICIAL OWNERS

Principal Stockholders

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), requires Nucor’s directors, executive officers and persons who beneficially own more than ten percent10% of the outstanding shares of Nucor’s common stock (collectively, the “reporting persons”) to file with the SEC initial reports of their beneficial ownership and reports of changes in their beneficial ownership of Nucor’s common stock with the SEC.stock. Based solely on a review of such reports and written representations made by Nucor’s directors and executive officers with respect to the completeness and timeliness of their filings, Nucor believes that the reporting persons complied with all applicable Section 16(a) filing requirements were met by the reporting personson a timely basis during its fiscal year ended December 31, 2015, except that James R. Darsey filed a late Form 5 to report the acquisition of 98.71 shares of Nucor’s common stock through an inheritance he received in fiscal 2014.

    2018 Proxy Statement    11

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board of Directors.Our business and affairs are managed under the direction of ourthe Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders. Our Bylaws provide that ourthe Board of Directors consists of a number of directors to be fixed from time to time by a resolution of the Board. OurThe Board of Directors currently has nineeight members, eightseven of whom are independent. If the director nominees are elected at the annual meeting,Annual Meeting, the Board of Directors will have eightseven members, sevensix of whom will be independent.

Corporate Governance Principles.The Board has adopted Corporate Governance Principles setting forth a framework for our corporate governance with respect to the role and composition of the Board and Nucor’s management, responsibilities of directors, director qualification standards, the functioning of the Board and its Committees, thecommittees, compensation of directors, and annual performance evaluations of the Board, its committees, individual directors and our Chief Executive Officer.

Codes of Ethics.Nucor    The Board has adopted a Code of Ethics for Senior Financial Professionals that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Corporate Controller and other senior financial professionals and includes guidelines relating to the ethical handling of actual or potentialapparent conflicts of interest, compliance with laws and accurate financial reporting. In addition, Nucorthe Board has adopted Standards of Business Conduct and Ethics, which apply to all employees, officers and directors of the Company. The Company intends to post any amendments or waivers to either of these codesdocuments (to the extent required to be disclosed pursuant to Form8-K) on the Company’s website atwww.nucor.com/governance.

Documents Available.    All of the Company’s corporate governance materials, including the charters for the Audit Committee, the Compensation and Executive Development Committee and the Governance and Nominating Committee, the Corporate Governance Principles, the Code of Ethics for Senior Financial Professionals and the Standards of Business Conduct and Ethics, are publishedavailable on the Company’s website atwww.nucor.com/governance. Any modifications to these corporate governance materials will be reflected on the Company’s website. The information on our website is not a part of this proxy statement.

Director Independence.The Board believes that a majority of its members are independent under both the applicable NYSE rules and the applicable SEC rules and regulations (the “SEC rules”). Our Corporate Governance Principles provide that a majority of the members of Nucor’s Board of Directors must be “independent” under the NYSE rules. The NYSE rules provide that a director does not qualify as “independent” unless the Boardboard of Directorsdirectors affirmatively determines that the director has no material relationship with Nucorthe company (either directly or as a partner, stockholder or officer of an organization that has a relationship with Nucor)the company). The NYSE rules requirerecommend that a board of directors to consider all of the relevant facts and circumstances in determining the materiality of a director’s relationship with a company and permit the board to adopt and disclose standards to assist the board in making determinations of independence. Accordingly, thecompany. The Board has adopted categorical standards, which incorporate the independence standardsCategorical Standards for Determination of the NYSE rulesDirector Independence (the “Categorical Standards”), to assist the Board in determining whether a particular relationship a director has with the Company is a material relationship that would impair the director’s independence. TheseThe Categorical Standards establish thresholds at which directors’ relationships with the Company are deemed to be not material and, therefore, shall not disqualify any director or nominee from being considered “independent.” The Categorical Standards are:

For purposes of this categorical standard, contributions made to any charitable organization pursuant to a matching gift program maintained by the Company or by its subsidiaries or by any foundation sponsored by or associated with the Company or its subsidiaries shall not be included in calculating the materiality threshold set forth above.

website atwww.nucor.com/governance.

In February 2016,2018, the Board of Directors, with the assistance of the Governance and Nominating Committee, conducted an evaluation of director independence based on the Categorical Standards.Standards, the NYSE rules and the SEC rules. The Board considered all relationships and transactions between each director (and his or her immediate family and affiliates) and each of Nucor, its management and its independent registered public accounting firm, including (i) with respect to Mr. Kearney,Hayes, who serves as Chairman, of SPX FLOW, Inc. and a director of SPX Corporation (and wasPresident, Chief Executive Officer and President during fiscal 2015 of SPX FLOW, Inc. and of SPX Corporation prior to its spin-off of SPX FLOW, Inc. in fiscal 2015), that Nucor in the ordinary course of business purchased goods and services from SPX FLOW, Inc. and SPX Corporation in fiscal 2015 each in an amount less than 0.5% of the consolidated gross revenues of such entities, and (ii) with respect to Mr. Hayes, who serves as President, Chief Executive Officer anda director of United Technologies Corporation, that Nucor in the ordinary course of business purchased from and sold to United Technologies goods in fiscal 20152017 in an amount less than 0.5%0.75% of the consolidated gross revenues of United Technologies.Technologies; and (ii) with respect to Mr. Dempsey, who serves as President, Chief Executive Officer and a director of Barnes Group Inc., that Nucor in the ordinary course of business purchased from and sold to Barnes Group goods in 2017 in an amount less than 0.75% of the consolidated gross revenues of Barnes Group. As a result of this evaluation, the Board determined those relationships that do exist or did exist within the last three years (except for Mr. Ferriola’s in his capacity as Nucor’s Chairman, Chief Executive Officer and President) all fall well below the thresholds in the Categorical Standards. Consequently, the Board of Directors determined that General Austin and each of Messrs. Gantt,Dempsey, Hayes, Kasriel, Kearney Milchovich and Walker and Dr. Haynes and Ms. Koellner is an independent director under the Categorical Standards, the NYSE rules and the SEC rules. The Board also determined that each member of the Audit Committee, the Compensation and

12         2018 Proxy Statement

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

Executive Development Committee and the Governance and Nominating CommitteesCommittee (see membership information below under “Board Committees”) is independent, including that each member of the Audit Committee is “independent” as that term is defined under Rule10A-3(b)(1)(ii) of the 1934 Act, and that each member of the Compensation and Executive Development Committee is an “outside director” as defined under Section 162(m) of the Internal Revenue Code. Mr. Ferriola, the Company’s Chairman, Chief Executive Officer and President, is not independent due to his employment by the Company.

Board Leadership Structure.    John J. Ferriola currently holds the positions of Chairman of the Board, Chief Executive Officer and President of the Company. The Corporate Governance Principles of the Company provide that whenever the Chairman of the Board is a member of management, there shall be a Lead Director. The Lead Director is an independent director appointed annually by the independent members of the Board, and he or she serves at the pleasure of the Board. In May 2015,February 2017, the Board reappointed Raymond J. Milchovichappointed John H. Walker to serve as Lead Director. The Board’s leadership structure is outlined in the Company’s Bylaws and Corporate Governance Principles, as described below:

    2018 Proxy Statement    13

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

Board Committees.    The Board of Directors has three standing committees: the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee. Each of these committees acts pursuant to a written charter adopted by the Board of Directors. Committee members and committee chairs are appointed by the Board. The members of these committees are identified in the following table:table below:

The following table below provides information about the operation and key functions of these committees:

14         2018 Proxy Statement

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

The Board has determined that Mr. Hayes is an “audit committee financial expert” within the meaning of the SEC rules and that he has accounting and related financial management expertise within the meaning of the NYSE rules. All members of the Audit Committee are financially literate as determined by the Board, in its business judgment.

The Board may also establish other committees from time to time as it deems necessary.

Director Meetings.The Board of Directors held four meetings during fiscal 2015.2017. Each incumbent director attended 75% or more of the aggregate number of meetings of the Board and committees of the Board on which such director served during fiscal 2015.2017. Pursuant to the Corporate Governance Principles, the non-managementnon-employee directors all of whom are independent, meet in executive session prior to or after each quarterly Board meeting at regularly scheduled executive sessions and as necessary prior to or after other Board meetings. Mr. Milchovich,Walker, as Lead Director, presides over these executive sessions.

Attendance at Annual Meetings of Nucor’s Stockholders.    Directors are expected to attend the Company’s annual meeting of stockholders. All nineeight of the Company’s directors in office at the time attended last year’s annual meeting.

Annual Evaluation of Directors and Committee Members.    The Board of Directors evaluates the performance of each director, each committee of the Board, the Chairman, the Lead Director and the Board of Directors as a whole on an annual

basis. In connection with this annual self-evaluation, each director anonymously records his or her views on the performance of each director, standing for reelection, each committee of the Board, the Chairman, the Lead Director and the Board of Directors.Directors as a whole. The entire Board of Directors reviews these reports and determines what, if any, actions should be taken in the upcoming year to improve its effectiveness and the effectiveness of each director, each committee, the Chairman and committee.the Lead Director.

Board’s Role in Risk Oversight.The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, both as a whole Board and through its committees. At least annually, the full Board reviews strategic risks and opportunities facing the Company. Certain other important categories of risk are assigned to designated Board committees (which are comprised solely of independent directors) that report back to the full Board.

The Company’s Audit Committee is specifically charged with the responsibility of meeting periodically with management, general counselthe Company’s General Counsel and outside counsel to discuss the Company’s major risk exposures, including, but not limited to, legal and environmental claims and liabilities, risk management and other financial exposures, and the steps management has taken to monitor and control such exposures, including the Company’s risk

    2018 Proxy Statement    15

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

assessment and risk management policies. The Company’s Corporate Controller annually conducts a risk assessment, which includes input from senior officers, and prepares for the Audit Committee’s review a report and a presentation identifying and evaluating the key risks facing the Company, how those risks interrelate, how they affect the Company and how management addresses those risks. After completing a review and analysis of the report and presentation, the Audit Committee meets with management to provide its comments on the report and presentation and to provide guidance on areas that the Audit Committee believes management and the Corporate Controller should consider in identifying and evaluating the risks facing the Company.

The Compensation and Executive Development Committee oversees Nucor’s compensation plans to ensure they do not incentivize excessive risk-taking by our senior officers. Although a significant portion of our executives’ compensation is performance-based, we believe our compensation plans are appropriately structured and do not pose a material risk to Nucor.

The Board believes that its ability to oversee risk is enhanced by having one person serve as the Chairman of the Board and the Chief Executive Officer. With hisin-depth knowledge and understanding of the Company’s operations, the Board believes Mr. Ferriola, as Chairman, Chief Executive Officer and President, is better able to bring key strategic and business issues and risks to the Board’s attention than would a non-executiveNon-Executive Chairman of the Board or anon-director Chief Executive Officer.

Compensation Consultant.    The Compensation and Executive Development Committee has sole authority under its charter to retain compensation consultants and to approve such consultants’ fees and retention terms. In 2004, theThe Compensation and Executive Development Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to act as its independent advisor and to provide it with advice and support on executive compensation issues. The Compensation and Executive Development Committee has renewed this engagement each year since and has reviewed and confirmed the independence of Pearl Meyer as the Committee’s compensation consultant. Neither Pearl Meyer nor any of its affiliates provide any services to Nucor except for services related solely to executive officer and director compensation. Please see ““Executive Officer Compensation – Compensation Discussion and Analysis – 2017 Executive Compensation in Detail – Determination of 20152017 Compensation” on page 2228 of this proxy statementProxy Statement for a description of Nucor’s process for the consideration and determination of executive compensation and Pearl Meyer’s role in such process.

No Hedging or Short Selling.Nucor maintains policies that apply to all officers, certain designated employees and the members of the Board that prohibit hedging or short selling (profiting if the market price of the securities decreases) of Nucor securities.

Policy on Executive Officer Incentive Compensation Recoupment.    The Company has a written policy to address the recoupment of performance-based compensation awarded to or earned by an executive officer if there is a restatement of the Company’s financial results due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws. In the event of such a restatement, the Compensation and Executive Development Committee shall review the performance-based compensation awarded to or earned by the executive officers for the three-year period prior to the restatement event and, if the committeeCommittee determines in its reasonable discretion that any such performance-based compensation would not have been awarded to or earned by an executive officer based on the restated financial results, the committeeCommittee shall within 12 months of the restatement event, to the extent practicable, seek to recover from such executive officer any portion of the performance-based compensation that is greater than that which would have been awarded or earned had it been calculated on the basis of the restated financial results. A copy of the policy is available on our website atwww.nucor.com/governance/incentivegovernance.

Policy on Transactions with Related Persons.    The Company has a written policy and procedures for the review, approval or ratification of any transactions that could potentially be required to be reported under the SEC rules for

disclosure of transactions with the Company’s directors, executive officers, business and other organizations with which its directors or executive officers are affiliated, executive officers, members of their immediate families and other related persons. This policy is administered by the Governance and Nominating Committee of the Board of Directors. The policy includes several categories ofpre-approved transactions that are based upon exceptions to the SEC’s rules for disclosure of such transactions. For transactions that are notpre-approved, the Governance and Nominating Committee, in determining whether to approve a transaction with a related person or an organization with which a related person is affiliated, takes into account, among other things, (i) the business reasons for entering into the transaction, (ii) whether the

16         2018 Proxy Statement

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

transaction is on terms no less favorable than terms generally available to an unaffiliated third party underwas undertaken in the same or similar circumstances andordinary course of business of the Company; (ii) the approximate dollar value of the transaction; (iii) the extentpurpose, and potential benefits to the Company, of the transaction; and (iv) the related person’s interest in the transaction, including whether the related person or his or her immediate family member participated in the negotiation of the terms of the transaction or received any special benefits from the transaction.

In 2015,2017, Smoot Enterprises, Inc. was paid approximately $3.74$4.14 million by Nucor to transport products and materials for Nucor. Michael Smoot, who is thebrother-in-law of Ladd R. Hall, an executive officer of Nucor, is an officer and greater than 10% owner of Smoot Enterprises, Inc. The foregoing was approved under Nucor’s policy on transactions with related persons.

In 2017, Danny Pantello, a melt shop supervisor at Nucor, was paid compensation of approximately $148,600. Mr. Pantello is a stepson of R. Joseph Stratman, an executive officer of Nucor. The foregoing was approved under Nucor’s policy on transactions with related persons.

Nominating Directors.Stockholders may recommend a director candidate for consideration by the Governance and Nominating Committee by submitting the candidate’s name in accordance with provisions of Nucor’s Bylaws that require advance notice to Nucor and certain other information. In general, under the Bylaws, the written notice must be delivered to, or mailed and received at, the Company’s principal executive offices not lesslater than the close of business on the 120 days and not more^th day before the first anniversary of the preceding year’s annual meeting of stockholders nor earlier than the close of business on the 150 days^th day before the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth10^th day following the day on which public announcement of the date of such meeting is first made by the Company.

The notice must contain certain information about both the nominee and the stockholder submitting the nomination including, (i) withas set forth in Nucor’s Bylaws. With respect to the nominee, the notice must contain, among other things, (i) the nominee’s name, age, business and residential address, principal occupation or employment,addresses, (ii) the nominee’s background and qualification, (iii) the number of shares or other securities of the Company which aredirectly or indirectly owned of record or beneficially by the nominee andor any Stockholder Associated Person (as defined in Nucor’s Bylaws), (iv) any derivative positions held of record or beneficially by the nominee related to,as well as any hedging transactions or similar agreements, (v) a written statement executed by the value of which is derived in whole or in part from, the valuenominee (A) acknowledging that as a director of the Company’s shares or other securities and whether andCompany, the extent to which any hedging or other transactions have been entered into by or on behalf of, or any other agreements, arrangements or understandings have been made, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, the nominee will owe a fiduciary duty under Delaware law with respect to the Company’s sharesCompany and its stockholders, (B) disclosing whether the nominee or any Stockholder Associated Person is a party to an agreement, arrangement or understanding with, or has given any commitment or assurance to, any person or entity as to how the nominee, if elected, will act or vote on any issue or question, (C) disclosing whether the nominee or any Stockholder Associated Person is a party to an agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with the nominee’s service or action as a director of the Company, (D) agreeing to update continually the accuracy of the information required by the immediately preceding clauses (B) and (C) for as long as the nominee is a nominee or a director of the Company and (E) agreeing if elected as a director of the Company to comply with all corporate governance codes, policies and guidelines applicable to directors, and (vi) any other information regarding the nominee that would be required to be disclosed in a proxy statement or other securities and (ii)filings required to be made in connection with a contested solicitation of proxies for the election of directors. With respect to the stockholder submitting the nomination, the notice must contain: (1) the name and address, as they appear on our books, of that stockholder and any Stockholder Associated Person, (as defined in Nucor’s Bylaws) and(2) the number of shares or other securities of the Company which aredirectly or indirectly owned of record or beneficially by that stockholder or by any Stockholder Associated Person, and(3) any derivative positions held of record or beneficially by the stockholder or by any Stockholder Associated Person related to, or the value of which is derived in whole or in part from, the value of the Company’s shares or other securities and whether and the extent to whichas well as any hedging transactions or other transactions have been entered into by or on behalf of, orsimilar agreements, (4) any other agreements, arrangements or understandings have been made, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of,information regarding that stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with respecta contested solicitation of proxies for the election of directors and (5) a written statement whether either that stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of the Company’s shares or other securities.voting shares. A stockholder who is interested in recommending a director candidate should request a copy of Nucor’s Bylaw

    2018 Proxy Statement    17

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

provisions by writing to Nucor’s Corporate Secretary at Nucor’s executive offices,Nucor Corporation, 1915 Rexford Road, Charlotte, North Carolina 28211.

The Governance and Nominating Committee has a process of identifying and evaluating potential nominees for election as members of the Board. The Governance and Nominating Committee has a policy that potential nominees shall be evaluated no differently regardless of whether the nominee isnominees are recommended by a stockholder, a Board member or Nucor’s management. The Governance and Nominating Committee considers potential nominees from all these sources, develops information from many sources concerning the potential nominee,nominees, evaluates the potential nomineenominees as to the qualifications that the Committee and the Board have established and in light of the current skill, background and experience of the Board’s members and the future, ongoing needs of the Company and makes a decision whether to recommend any potential nominee for consideration for election as a member of the Board. In the past, Nucor has engaged third-party search firms to assist the Board of Directors in identifying and evaluating potential director nominees, for director.and Nucor may do so again in the future.

The Governance and Nominating Committee is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as directors. In evaluating potential nominees for election and reelection

as members of the Board, the Governance and Nominating Committee considers persons with a variety of perspectives, professional experience, education and skills that possess the followingbelow minimum qualifications. The potential nominee must:

The Governance and Nominating Committee also believes there are certain specific qualities or skills that one or more members of the Board of Directors must possess. These include:

How to Communicate with the Board of Directors andNon-Management Directors.    Stockholders and other interested parties can communicate directly with ourthe Board of Directors by sending a written communication addressed to Mr. Ferriola, our Chairman, c/o Corporate Secretary toat Nucor Corporation, 1915 Rexford Road, Charlotte, North Carolina 28211. Stockholders and other interested parties wishing to communicate with Mr. Milchovich,Walker, as Lead Director, or with thenon-management directors as a group may do so by sending a written communication addressed to Mr. MilchovichWalker c/o Corporate Secretary at the above address. Stockholders and other interested parties wishing to communicate with an individual director may do so by sending a written communication addressed to such director c/o Corporate Secretary at the above address. Any communication addressed to any director that is received at the principal executive offices of Nucor will be delivered or forwarded to the individual director as soon as practicable. All such communications are promptly reviewed before being forwarded to the addressee. Nucor generally will not forward to directors a stockholder communication that Nucor determines to be primarily commercial in nature, relates to an improper or irrelevant topic or requests general information about Nucor.

18         2018 Proxy Statement

DIRECTOR COMPENSATION

TheIn 2017, the Compensation and Executive Development Committee establishedengaged Pearl Meyer to evaluate Nucor’s director compensation against the industrial and materials companies listed in the table on page 26 used to benchmark executive compensation (except for Tyco International Ltd. which was acquired and removed from the peer group after the executive compensation benchmarking was completed). Director compensation survey data was also reviewed. Director pay was last changed in 2014. The benchmarking showed that the cash portion of director compensation had fallen below the market median. In order to bring the total director compensation near the market median, the following director compensation amounts which became effective June 1, 2014 and remained the same in 2015.May 11, 2017.

Directors who are not senior officers of Nucor are granted each June 1 shares of Company stock under the Company’s 2014 Omnibus Incentive Compensation Plan.Plan (the “2014 Plan”). Directors may elect to receive their shares in the form of deferred stock units. Effective June 1, 2017 and unchanged since 2014, the number of shares of Company stock awarded was equal to the quotient of $140,000 divided by the closing price of a share of Nucor common stock on the grant date (rounded down to the next whole share). All directors other than Mr. Hayes, elected to receive their grant in the form of deferred stock units in 2015.2017. The deferred stock units are fully vested on the grant date, but are payable in the form of shares of Nucor common stock only after the termination of the director’s service on the Board of Directors.Board.

The following table below summarizes the compensation paid toof eachnon-employee director who served on the Board in 2017 for his or her Board and committee services during 2015.2017. Directors who are also employees of Nucor (currently Mr. Ferriola) do not receive compensation (other than their compensation as employees of Nucor) for their service on the Board.

    2018 Proxy Statement    19

DIRECTOR COMPENSATION

The following table below summarizes the total number of vested deferred stock units granted to thenon-employee directors under the Company’s 2014 Omnibus Incentive Compensation Plan, the 2010 Stock Option and Award Plan (the “2010 Plan”) and the 2010 and 2005 Stock Option and Award Plans.

Plan (the “2005 Plan”) that were outstanding as of December 31, 2017.

Outstanding Equity Awards at FiscalYear-End

Director Stock Ownership Guidelines.    To ensure thatnon-employee directors become and remain meaningfully invested in Nucor common stock, eachnon-employee director is required to own 7,000 shares of Nucor common stock (including deferred stock units). Anon-employee director must meet the stock ownership requirement within five years of becoming a member of the Board. As of December 31, 2017, all of thenon-employee directors were in compliance with the ownership requirement or in the first five years after becoming a director.

20         2018 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

The Audit Committee’s report with respect to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 20152017 is as follows:

THE AUDIT COMMITTEE

Gregory J. Hayes, Chairman

Harvey B. GanttLloyd J. Austin III

Patrick J. Dempsey

Victoria F. Haynes

Bernard L. Kasriel

Christopher J. Kearney

Raymond J. Milchovich

John H. Walker

Fees Paid to Independent Registered Public Accounting Firm

For the fiscal years ended December 31, 20152017 and 20142016 fees billed for services provided by PwC were as follows:

    2018 Proxy Statement    21

REPORTOFTHE AUDIT COMMITTEE

The Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services to be performed by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All such services provided for fiscal year 20152017 werepre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by PwC was compatible with the maintenance of that firm’s independence. The Audit Committee has delegated its authority to approve in advance all permissiblenon-audit services to be provided by PwC to the Chairman of the Audit Committee; provided, however, any such services approved by its Chairman shall be presented to the full Audit Committee at its next regularly scheduled meeting.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed the firm of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm of Nucor for the fiscal year ending December 31, 2016.2018. PricewaterhouseCoopers LLP has acted in such capacity for Nucor since 1989. Representatives

The Company expects that representatives of PricewaterhouseCoopers LLP are expected towill be present at the annual meeting,Annual Meeting, and the representatives will have thean opportunity to make a statement if they so desire and are expected to do so. The Company also expects that the representatives will be available to respond to appropriate questions.

questions from stockholders.

Stockholder ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. TheNevertheless, the Board is submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification and will reconsider whether to retain PricewaterhouseCoopers LLP ifas a matter of good corporate governance. If the stockholders fail to ratify the appointment, the Audit Committee’s appointment. In addition, evenCommittee will reconsider its appointment of PricewaterhouseCoopers LLP. Even if the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee, may in its discretion, appointmay direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change iswould be in the best interests of Nucor.

Nucor and its stockholders.

Vote Recommendation

Nucor’sThe Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2018.Unless otherwise specified, proxies will be votedFOR the proposal.

22         2018 Proxy Statement

EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion &and Analysis (“CD(referred to in this section and the “Executive Compensation Tables” section as the “CD&A”) outlines Nucor’s executive compensation philosophy, objectives and processes andprocesses. It also explains how the Compensation and Executive Development Committee of the Board (the(referred to in this section and the “Executive Compensation Tables” section as the “Committee”) made executive compensation decisions in fiscal year 2015,2017 for the data used in its deliberations and the reasoning behind the decisions that were made.

Following this CD&A are tables detailing the compensation of Nucor’s named executive officers (“Executive(the “Executive Officers”) along with descriptions and other narrative explaining the information in the tables. Also included is a section that presents the potential compensation Executive Officers would receive if they had been terminated on December 31, 2015.

Executive Summary

Nucor pays Executive Officers for results. The executive compensation plans are designed to pay well when performance is outstanding and provide compensation below the market median when performance is below Nucor’s peers.

Nucor’s compensation plans support the Company’s five drivers to profitable growth while maintaining our commitment to safe and environmentally friendly operations:listed below.

EXECUTIVE SUMMARY

2017 Business Overview

In 2017, Nucor delivered robust year-over-year profit growth and its highest earnings since the cyclical peak year of 2008. This performance shows that Nucor’s disciplined strategy for profitable growth continues to work. Our successful execution is evident in our strong cash flow generation and our industry-leading returns on capital through the challenging steel markets of recent years. Most importantly, we believe our strategic execution positions Nucor to deliver stronger profitability throughout the economic cycle.

Return on equity (“ROE”) and return on average invested capital (“ROAIC”) improved in 2017 both on an absolute basis and relative to our comparator groups. Our incentive compensation programs are designed to support these five drivers to build long-term earnings powerworked as intended as improved absolute and provide our stockholders with attractive returns on their valuable capital.relative performance resulted in larger year-over-year incentive payouts.

Say-on-Pay Vote and Feedback from Stockholders

Every three years,Beginning in 2018, Nucor submitswill submit its executive compensation program for the Executive Officers to an annual advisory say-on-pay vote of its stockholders. Nucor last asked in 2014, whenIn 2017, approximately 97%96% of the total votes cast at Nucor’s annual stockholders meeting supported the executive compensation program. The Committee believes that ourpays careful attention to any feedback it receives from stockholders about the program, including the say-on-pay vote. The Committee considered the strong stockholder endorsement in 2017 of the Committee’s decisions and policies and Nucor’s overall executive compensation program closely alignsin continuing the interestspay-for-performance program that is currently in place.

The Board of Directors recommends a vote for the Company with our stockholders’ interests. The positive results of theannual advisory vote on Executive Officer compensation (Proposal 3).

Share the Pain, Share the Gain: Nucor’s Approach to Executive Compensation

Nucor designed and built its executive compensation heldprogram with pay for performance at the 2014 annual meeting reinforces this belief.its core. The Committee determined, therefore,result is a program that no changesis highly leveraged – a significant portion of compensation is variable and directly linked to the compensation program were necessary.

In 2015, Nucor performed modestly when compared against other steel companies included in the Steel Comparator Group (as defined on page 23) in an environment of continuing challenging steel market conditions. Nucor’s executive compensation plans worked as designed in 2015. Executive Officers received a relatively modest annual incentive reflecting Nucor’s return on equityrelative performance and revenue performance comparedthe value delivered to the Steel Comparator Group. The long-term incentive plan rewarded Executive Officers for Nucor’s three-year performance ended December 31, 2015 relative to the Steel Comparator Group, but resulted in no payout for the three-year performance ended December 31, 2015 relative to the General Industry Comparator Group (as defined on page 23). In 2015, performance-based restricted stock units were granted based on Nucor’s return on equity performance for the preceding year. Stock ownership requirements and the designits stockholders. Here is an overview of the long-term incentives, which includes mandatory deferral until retirement of a portion of the shares earned, ensure that Nucor’s Executive Officers are significantly exposed to changes in stock price, thereby aligning their interests with stockholders.

Compensation Philosophy

Nucor’s executive compensation philosophy is based on and supports Nucor’s overall management philosophy, which is to:how it works:

    2018 Proxy Statement    23

COMPENSATION DISCUSSIONAND ANALYSIS

Nucor’s compensation philosophy stressesThe bottom line is that Executive Officers share the pain and share the gain. Iffor any given year, if Nucor performs poorly, Executive Officers will be paid below the market median. If, however, overOn the business cycle, Nucor’sother hand, if performance is outstanding, Executive Officers will be paid above the market median. ThisBy providing this balanced compensation approach, Nucor provides the Executive Officers with a reasonable measure of security regarding the minimum level of compensation they are eligible to receive, while motivating them to focus on the business measures that will produce a consistently high level of performance for Nucor and return for its stockholders. Decisions with regard to the actual amount or value of compensation granted to each Executive Officer are based on actual Nucor performance. Individual performance is not taken into account.

2017 Compensation Overview

Nucor’s executive compensation plans worked as designed in 2017.

Nucor takes an egalitarian approach to providing benefits to its employees. In fact, certain benefits, such as Nucor’s Profit Sharing, Scholarship Program, Employee Stock Purchase Plan, Extraordinary Bonus and Service Awards Program, are not available to

Nucor believes that the compensation provided to Executive

The Committee has the right to exercise discretion to reduce an incentive plan payout to ensure that payouts from any incentive plan produce their desired result. The Committee may not exercise discretion to increase a payout. For fiscal 2015,2017, the Committee reviewed the payouts and determined that the incentive plan payouts were appropriate and, therefore, did not reduce the incentive plan payouts.

24         2018 Proxy Statement

COMPENSATION DISCUSSIONAND ANALYSIS

Best-Practice Compensation Governance Features

Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, reflect our executive compensation philosophy and further align our Executive Officers’ interests with those of our stockholders.

WHAT GUIDES OUR PROGRAM

Program Aligned with Strategy

Nucor’s executive compensation program supports the Company’s five drivers to profitable growth strategy while maintaining our commitment to safe and environmentally responsible operations:

Our Compensation Philosophy

Nucor believes that executive compensation should be commensurate and aligned with the performance of Nucor and the creation of long-term stockholder value. To this end, our executive compensation program is designed to pay above the market median when performance is outstanding and provide compensation below the market median when performance is below Nucor’s peers. The following key principles form the core of our executive compensation philosophy:

    2018 Proxy Statement    25

COMPENSATION DISCUSSIONAND ANALYSIS

Our compensation philosophy is supported by the following elements of our executive compensation program:

These compensation elements provide a balanced mix of guaranteed compensation and variable,at-risk compensation with an emphasis on annual and long-term incentives. The Committee annually considers adjustment to base salaries (which impact incentive plan opportunities) and periodically reviews the level of annual and long-term incentive plansincentives to ensure that the mix of base salary and annual and long-term incentives, and the target incentive opportunities, at target and maximum are appropriate to accomplish the goal of paying near the market median total compensation of survey data for Nucor’s steel company peers and other industrial and materials companies of similar size over a multi-year business cycle.

The Role of Compensation Peer Companies and Performance Comparator Groups

Compensation Peer Companies.    Nucor periodically benchmarks Executive Officer compensation to ensure that the compensation opportunities are reasonable. Nucor does not set compensation according to benchmark data. The Committee’s only formal relationship with benchmark data is to set base salaries below the market median.

For purposes of setting the 2017 base salary levels for the Executive Officers other than the Chief Executive Officer and the Chief Financial Officer, the Committee engagedreferred to the Pearl Meyer Executive Officer compensation benchmarking completed in 2015. For purposes of setting the 2017 base salary levels for the Chief Executive Officer and the Chief Financial Officer, the Committee reviewed information from the 2015 benchmarking that was aged to perform a benchmarking comparisonthe end of 2016.

In 2015, Pearl Meyer, at the direction of the Committee, benchmarked Nucor’s compensation to that ofagainst the 28 companies listed on page 23. Thein the table below. In addition to benchmarking Executive Officer compensation at target and actual levels of pay, the Committee reviewedcompleted an exercise to understand how Nucor’sthe compensation of Executive Officers compared to compensation of the compensation peer group at various levels of performance (threshold and below,(below threshold, threshold, target and maximum). See a discussion of this benchmarking in the “Compensation Benchmarking” section on page 23. Consistent with Nucor’s compensation philosophy Executive Officers can earn anis to pay below market when performance is below peers and to pay above median level of compensationmarket when Nucor’s performance is outstanding. If Nucor’s performanceThe intent is near targetto provide market levels of performance (defined ascompensation over the midpoint of the incentive program performance range), Executive Officers will receive below median levels of compensation.

In 2013, Nucor’s stockholders approved the senior officers annual and long-term incentive plans. These plans were similar to those approved by stockholders in 2003 and 2008. In 2014, Nucor’s stockholders approved the Nucor Corporation 2014 Omnibus Incentive Compensation Plan. The plans provide the Committee flexibility in adjusting the performance measures and the range of performance for which an incentive will be paid. For 2015, performance measures were the same as in past years. No plan design changes were made in 2015.

Say on Pay and Feedback from Stockholders.    In 2014, Nucor submitted its executive compensation program to an advisory vote of its stockholders and received the support of approximately 97% of the total votes cast at Nucor’s annual stockholders meeting. The Committee pays careful attention to any feedback it receives from stockholders about the executive compensation program, including the say on pay vote. While there was not a vote on executive compensation in 2015, the Committee considered the strong stockholder endorsement in 2014 of the Committee’s decisions and policies and Nucor’s overall executive compensation program in continuing the pay-for-performance program that is currently in place. The next advisory vote on executive compensation will take place in 2017. In 2011, the stockholders also voted, on an advisory basis, to hold an advisory vote to approve executive compensation every three years. Based on the voting results, the Board of Directors adopted a policy that Nucor will include an advisory stockholder vote on executive compensation in its proxy materials on a triennial basis until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will also take place in 2017.

Stock Ownership Guidelines.    Executive Officers have an opportunity to earn a significant number of Nucor shares. The Committee believes that requiring Executive Officers to hold a significant number of shares aligns their interests with stockholders and has therefore adopted stock ownership guidelines for Nucor’s Executive Officers. In 2015, the Committee compared Nucor’s guidelines to those of Nucor’s steel company peers, other industrial and materials companies of similar size and published surveys and found that Nucor’s stock ownership guideline levels are much higher than other companies. The Committee considers executive stock ownership a key to the Nucor culture. As discussed below, some performance

based equity earned by management must be held until retirement; however, the Committee also understands the need to balance a share ownership requirement with executives’ individual needs as they near retirement. Therefore the Committee lowered the stock ownership guidelines as follows:business cycle.

After reduction,26         2018 Proxy Statement

COMPENSATION DISCUSSIONAND ANALYSIS

Some of the above guidelines remain28 companies are included in the Steel Comparator Group or the General Industry Comparator Group used in the incentive plans as described below. However, these 28 companies were chosen based on size and industry, while the companies used in the incentive plans are all steel companies in the case of the Steel Comparator Group or met the criteria discussed below in the case of the General Industry Comparator Group. The Committee does not benchmark compensation levels and practices against the companies in the Steel Comparator Group because many of them are substantially smaller than Nucor. The Committee does not benchmark compensation to the General Industry Comparator Group because compensation data from these companies may result in above median benchmark data due to their higher than median performance.

Performance Comparator Groups.    The Committee believes that performance should be measured both in absolute terms (meaning based on achieving or exceeding performance measures established by the median guidelinesCommittee) and relative to other companies. Two performance comparator groups are used to measure relative performance: the Steel Comparator Group and the General Industry Comparator Group. These comparator groups are used in the AIP and the LTIP – they are not used for Nucor’s steel company peers and other industrial and materials companiespurposes of similar size.benchmarking compensation.

The Committee reviews the performance comparator groups annually. Companies may be added or dropped from the performance comparator groups based on product mix (in the case of the Steel Comparator Group) or business changes, performance or product mix (in the case of the General Industry Comparator Group). The Committee designates the members of each performance comparator group at the beginning of each performance period. Since some of the performance periods are as long as three years, it is possible that the performance comparator group used for one performance period may differ from the group used in a different performance period.

The performance comparator groups for performance periods that began in 2017 are comprised of the following companies: