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 Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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)all boxes that apply):

1915 Rexford Road       Charlotte, North Carolina 28211       Phone 704.366.7000       Fax 704.362.4208

NOTICE OF 20202022 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

The 20202022 annual meeting of stockholders (the “Annual Meeting”) of Nucor Corporation (“Nucor”Nucor,” “we,” “us” or “our”) will be held at 10:00 a.m., Eastern Time, on Thursday, May 14, 202012, 2022 via live audio webcast at the Charlotte Marriott SouthPark located at 2200 Rexford Road, Charlotte, North Carolina 28211,www.virtualshareholdermeeting.com/NUE2022, for the following purposes:

Stockholders as of the close of business on March 16, 202014, 2022 are entitled to receive notice of, and to vote at, the Annual Meeting.

While we still intend to holdMeeting by visiting www.virtualshareholdermeeting.com/NUE2022. To participate in the Annual Meeting in person, we are actively monitoringvia live audio webcast, you will need the coronavirus (COVID-19) and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting website atwww.nucor.com/investors for updated information and check the website in advance of the meeting. Please retain your 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided or the instructions that you receive by e-mail. If you hold your noticeshares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number.

Nucor has designed the format of the Annual Meeting on your proxy cardto ensure that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the instructionsvirtual meeting site, www.virtualshareholdermeeting.com/NUE2022, that accompanied your proxy materials as suchday. Individuals interested in attending the Annual Meeting virtually who do not have a control number may register as a guest on the virtual meeting site but will not be necessaryable to facilitate your participation in a virtualvote or to submit questions during the meeting. The Annual Meeting if a virtual meeting is held. As always,will begin promptly at 10:00 a.m., Eastern Time. Please allow ample time for the online check-in process.

Whether or not you plan to participate in the Annual Meeting, we strongly encourage you to vote as soon as possible to ensure that your shares prior toare represented at the Annual Meeting.meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

This year we will once again be using the Securities 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 Annual Meeting containing instructions on how to access the proxy materials via the Internet and to vote online, by telephone or by mail. 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.

By order of the Board of Directors,

A. Rae Eagle

Vice President and

Corporate Secretary

March 27, 202025, 2022

A MESSAGE FROM THE PRESIDENT AND CEO

Dear fellow stockholders,

On behalf of the Board of Directors and all my Nucor teammates, thank you for your investment. We appreciate the trust you place in us.

As I write to you this year, Nucor is coming off its best year ever. We set new benchmarks for revenues, shipments, earnings, return on equity, greenhouse gas intensity and, most importantly, safety.

While we are happy with our performance, we are not satisfied, and we are focused on what we need to do to break each of these records. Our future success begins today by taking care of the nearly 29,000-strong Nucor team, who are the true value creators for our customers and stockholders.

So, how are we doing in that regard?

Our Injury and Illness Rate for 2021 was the lowest we have ever recorded at 1.04 incidents per 200,000 man hours worked. But this is still not good enough – our ultimate goal remains zero injuries. However, two encouraging things stand out to me about this performance:

Moving beyond the safety statistics, our belief in our team as the true source of Nucor’s competitive advantage has us more focused than ever on attracting, retaining, developing and diversifying our talent. We know that for Nucor to truly benefit from our talent and win, our teammates must feel safe, welcome and valued when they come to work each day.

We are working from a strong foundation – our culture based on trust and open communication. But we recognize that without persistent, widespread, genuine inclusivity, we will not get the benefits of diversity that are so essential to our future success.

On the next page, you can see a brief description of some of the initiatives we have launched to make Nucor an even more inclusive and higher performing company, and some early indicators of our progress.

We appreciate your investment in Nucor and the time you take to learn more about us. We ask for your continued support at this year’s annual meeting, so we can continue to deliver the results you expect as a Nucor stockholder.

Sincerely,

Leon J. Topalian

President and Chief Executive Officer

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DIVERSITY, EQUITY & INCLUSION AT NUCOR INITIATIVES PROGRESS INDICATORS Conducting focused discussion groups to share and learn from the diversity of our team Engaging in training and development targeted at leveraging our team’s diversity Hosting webcasts by diverse senior leaders sharing their career progression and life experiences Broadening our applicant pool by increasing the tempo and intensity of engagement with supportive external partners More actively supporting career development opportunities for diverse employees 92% Nucor teammates who feel a strong sense of belonging 91%+ Retention rate 35% Nucor teammates hired or promoted to the Manager or General Manager levels in 2021 were diverse             87% OF OUR TEAMMATES SAY NUCOR IS GREEAT PLACE TO WORK VALIDATION 87%

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Table of Contents

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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.

2022 Annual Meeting of Stockholders

In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting, which may include holding the meeting solely by means of remote communication.

Voting Matters

Director Nominees (page 6)

    20202022 Proxy Statement    1

Corporate Governance Highlights (page 12)13)

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:

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GENERAL INFORMATION

The Board of Directors (the “Board of Directors” or the “Board”) of Nucor Corporation (“Nucor,” the “Company,” “we,” “us” or “our”) is soliciting your proxy for use at the 20202022 annual meeting of stockholders (the “Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on Thursday, May 14, 202012, 2022. The Annual Meeting will be a virtual meeting, conducted exclusively via live audio webcast at the Charlotte Marriott SouthPark located at 2200 Rexford Road, Charlotte, North Carolina 28211. Directions to the location of www.virtualshareholdermeeting.com/NUE2022.

To participate in the Annual Meeting may be obtained by calling(704) 366-7000.

While we still intend to hold the Annual Meeting in person, we are actively monitoring the coronavirus (COVID-19) and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, wevia live audio webcast, you will announce alternative arrangements for need the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting website atwww.nucor.com/investors for updated information and check the website in advance of the meeting. Please retain your 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided or the instructions that you receive by e-mail. If you hold your noticeshares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number. If you encounter any difficulties accessing the live audio webcast of the Annual Meeting on during the online check-in process or during the meeting itself, including any difficulties with your proxy card and16-digit control number, please call the technical support number available on the instructionsvirtual meeting site, www.virtualshareholdermeeting.com/NUE2022.

Nucor has designed the format of the Annual Meeting to ensure that accompanied your proxy materialsstockholders are afforded the same rights and opportunities to participate as suchthey would have at an in-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the virtual meeting site, www.virtualshareholdermeeting.com/NUE2022, that day. Individuals interested in attending the Annual Meeting virtually who do not have a control number may register as a guest on the virtual meeting site but will not be necessaryable to facilitate your participation in a virtualvote or to submit questions during the meeting. The Annual Meeting if a virtual meeting is held. As always, we encourage you to vote your shares prior towill begin promptly at 10:00 a.m., Eastern Time. Please allow ample time for the Annual Meeting.online check-in process.

Delivery of Proxy Materials

The Securities and Exchange Commission rules and regulations (the “SEC rules”) allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, we have elected to mail a notice regarding the availability of proxy materials on the Internet, rather than sending a full set of these materials in the mail. The notice, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 27, 2020,25, 2022, and the proxy materials were posted on the investor relations portion of the Company’s website, www.nucor.com/investors, and on the website referenced in the notice on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper ore-mail copy copy of the proxy materials, you should follow the instructions in the notice for requesting a copy. The information on our website or linked to or from our website is not incorporated by reference into, and does not constitute a part of, this Proxy Statement.

Shares Entitled to Vote; Quorum

The record date for the Annual Meeting is March 16, 2020.14, 2022. Only holders of record of Nucor common stock as of the close of business on that date will be entitled to vote at the Annual Meeting. As of the close of business on the record date, 301,131,528268,778,915 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 and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of establishing a quorum at the meeting. Your shares are counted as being present if you participate in the Annual Meeting via live audio webcast and cast your vote online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/NUE2022, or if you vote by proxy, via the Internet, by telephone or by returning a properly executed and dated proxy card or voting instruction form by mail.

Voting Rights and Procedures

Each share of Nucor common stock outstanding as of the close of business 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 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, 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 proxy holders will have the discretionary authority to cumulate votes in the election of directors.

    2022 Proxy Statement    3

GENERAL INFORMATION

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 in writing on their proxy card or on their ballot when voting in person at the Annual Meeting.card. If a person who is the beneficial owner of shares held in street name wishes to cumulate his or her votes, the stockholder will need to contact the broker, bank, trustee or other nominee who is the record owner of the shares.

    2020 Proxy Statement    3

GENERAL INFORMATION

Under the New York Stock Exchange rules (the “NYSE rules”), proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Nucor’s independent registered public accounting firm for 2020,2022, is considered a “routine” matter, which means that brokerage firms may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. However, proposals 1 3 and 4,3, the election of directors and the advisory vote to approve Nucor’s named executive officer compensation in 2019 and the approval of the amendment and restatement of the 2014 Plan,2021, respectively, are“non-routine” “non-routine” matters 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. Brokernon-votes are are not considered votes cast for the foregoing purpose and will therefore have no effect on the outcomeelection of the proposal.director nominees. “Withhold” votes will also generally have no effect on the outcomeelection of the proposal.director nominees. However, the Board of Directors has adopted a Corporate Governance Principle intended to give effect to “withheld” votes in uncontested director elections under certain circumstances. This Corporate Governance Principle, which is described in more detail in this Proxy Statement under “Proposal 1: Election of Directors,” requires, 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” his or her election to promptly tender his or her resignation to Nucor’s Corporate Secretary following certification of the stockholder vote for consideration by the Board.

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PROPOSAL 11:

ELECTION OF DIRECTORS

The Board of Directors currently consists of eight members and has no vacancies. On the recommendation of the Governance and Nominating Committee, the Board has nominated the eight persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 20212023 annual meeting of stockholders or until his or her successor is duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. All of the nominees are currently serving as directors. Except for Mr. Joseph D. Rupp,Ms. Norma B. Clayton, who was elected to the Board in February 2020, Mr. Leon J. Topalian, who was elected to the Board in December 2019August 2021 for a term beginning on JanuarySeptember 1, 2020, and General Nadja Y. West, who was elected to the Board in September 2019,2021, all of the nominees were elected to the Board at the 20192021 annual meeting of stockholders. Mr. Rupp and General West were initially identifiedMs. Clayton was recommended to the Board as a potential directorsdirector by a non-management directors.director.

Under the Company’s Corporate Governance Principles, Mr. Joseph D. Rupp, who will turn 72 prior to the Annual Meeting, would be subject to mandatory retirement as of the Annual Meeting. The Board of Directors, however, recognizing the valuable service that Mr. Rupp has provided as a director over the past two years, and continues to provide to the Board and the Company, extended his retirement date for one year until the Company’s annual meeting of stockholders in 2023.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

Majority 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 Principles, 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” his or her election must promptly tender his or her resignation to Nucor’s Corporate Secretary following certification of the stockholder vote for consideration by the Board. In such event, 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 the Board’s decision and the reasons therefor in a Form8-K filing filing with the Securities and Exchange Commission (the “SEC”). The resignation policy set forth in the Company’s Corporate Governance Principles does not apply to contested elections.

Vote Recommendation

The Board of Directors recommends a vote“FOR” “FOR” the election of each of the eight nominees listed below.Unless otherwise specified, proxies will be voted “FOR”FOR” each nominee.

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INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS,

ATTRIBUTES AND SKILLS OF THE NOMINEES

    2022 Proxy Statement    7

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

    2020 Proxy Statement    7

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

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INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

Diversity of Director Nominees.The graphs below illustrate the self-identified diversity characteristics of the director nominees.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The tables below give information concerning the beneficial ownership of Nucor’s common stock as of February 28, 20202022 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 5% of the outstanding common stock of Nucor. “Beneficial ownership” is determined in accordance with the SEC rules.

Executive Officers and Directors

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SECURITY OWNERSHIPOF MANAGEMENTAND CERTAIN BENEFICIAL OWNERS

Principal Stockholders

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board of Directors.    Our business and affairs are managed under the direction of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders. Our Bylaws provide that the Board of Directors consists of a number of directors to be fixed from time to time by a resolution of the Board. The Board of Directors currently has eight members, seven of whom are 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 (including working to ensure Board diversity), functioning of the Board and its committees, compensation of directors, and annual performance evaluations of the Board, its committees, individual directors,the Non-Executive Chairman of the Board and our Chief Executive Officer (or CEO).

Codes of Ethics.    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 apparent conflicts of interest, compliance with laws and accurate financial reporting. In addition, the Board has adopted Standards of Business Conduct and Ethics, which apply to all employees,teammates, officers and directors of the Company. The Company intends to post any amendments to, or waivers tofrom, either of these documents (to the extent required to be disclosed pursuant to Form8-K) on on the Company’s website at www.nucor.com/leadership.

Documents Available.    AllCertain 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 available on the Company’s website at www.nucor.com/leadership. The Company also makes available on its website atwww.nucor.com/leadership the Company’s Human Rights Policy and other supply chain documents, including a Supplier Code of Conduct, a Policy on Combatting Trafficking in Persons and a Policy on Eliminating Forced Labor from our Supply Chain, as well as a report on the Company’s Political Disclosures and Lobbying Oversight. In addition, the Company posts on its website at www.nucor.com/leadership the Company’s Sustainability Accounting Standards Board Disclosure, the Company’s Safety Overview and the Company’s Commitment to Diversity, Equity and Inclusion. Any modifications to these documents will be reflected on the Company’s website.

Director Independence.    The Board believes that a majority of its members are independent under the applicable NYSE rules and SEC rules. The NYSE rules provide that a director does not qualify as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The NYSE rules recommend that a board of directors consider all of the relevant facts and circumstances in determining the materiality of a director’s relationship with a company. The Board has adopted Categorical Standards for Determination of Director 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. The 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 director nominee from being considered “independent.” The Categorical Standards are included as an appendix to Nucor’s Corporate Governance Principles, which are available on the Company’s website at www.nucor.com/leadership.

In February 2020,2022, the Board of Directors, with the assistance of the Governance and Nominating Committee, conducted an evaluation of director independence based on the Categorical Standards, the NYSE rules and the SEC rules. The Board considered all relationships and transactions between each director (and his or her immediate family members and affiliates) and each of Nucor, its management and its independent registered public accounting firm, including, with respect to Mr. Dempsey, who serves as President and 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 20192021 in an amount less than 0.5% 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 and Chief Executive Officer until his retirement on December 31, 2019 and Mr. Topalian’s in his capacity as Nucor’s President and Chief Executive Officer) all fall well below the thresholds in the Categorical Standards. Consequently, the Board of Directors determined that each of Generals Austin andGeneral West and each of Messrs. Dempsey, Kearney, Rupp and Walker and Ms. Koellner is an independent director under the Categorical Standards, the NYSE ruleseach of Mses. Clayton and the SEC rules.

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

Koellner is an independent director, and General Lloyd J. Austin III (who resigned from the Board of Directors effective January 22, 2021) was an independent director during the period that he served as a 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 Executive Development Committee and the Governance and Nominating Committee (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 of the Securities Exchange Act of 1934, as amended (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 prior to amendment by the Tax Cuts and Jobs Act of 2017..

Board Leadership Structure.    Nucor currently has separated the roles of Chairman of the Board and Chief Executive Officer. Mr. John H. Walker serves asNon-Executive Chairman Chairman of the Board and Mr. Leon J. Topalian serves as President and Chief Executive Officer of the Company. The Company previously combined the roles of Chairman of the Board and Chief Executive Officer and, in the future, the Board may determine in certain circumstances that it is in the best interests of the Company and our stockholders for the same person to hold the positions of Chairman of the Board and Chief Executive Officer. The Board’s leadership structure is outlined in the Company’s Bylaws and Corporate Governance Principles, as described below:

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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 and chairs of these committees are identified in the table below:

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

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

The Board of Directors has determined that Ms. Koellner is an “audit committee financial expert” within the meaning of the SEC rules and that she has accounting and related financial management expertise withinas determined by the meaningBoard in its business judgment. The Board of the NYSE rules. All membersDirectors has also determined that each member of the Audit Committee areis 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 fourseven meetings during 2019.2021, including one joint meeting with the Compensation and Executive Development Committee and one joint meeting with the Governance and Nominating Committee. Each incumbent director attended, or participated by means of remote communication in, 75% or more of the aggregate number of meetings of the Board and committees of the Board on which such director served during 2019.2021. Pursuant to the Corporate Governance Principles, the independent directors meet in executive session prior to or after each quarterly Board meeting and as necessary prior to or after other Board meetings. Mr. Walker, asNon-Executive Chairman Chairman of the Board, presides over these executive sessions.

Attendance at Annual Meetings of Stockholders.    Directors are expected to attend the Company’s annual meeting of stockholders. SixAll seven of the Company’s seven directors in office at the time, including all of the Company’s

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current directors who were then directors, attended last year’sparticipated in the Company’s 2021 annual meeting.meeting of stockholders, which was held virtually via live audio webcast due to the COVID-19 pandemic.

Annual Evaluation of Directors and Committee Members.    The Board of Directors evaluates the performance of each director, each committee of the Board, the Chief Executive Officer, the Non-Executive Chairman of the Board 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, each committee of the Board, the Chief Executive Officer, the Non-Executive Chairman of the Board and the Board of Directors as a whole. The entire Board of Directors reviews the results of 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, and each committee of the Board. As a result ofBoard, the Company’s separation of the Chairman of the Board and Chief Executive Officer roles, and the Board of Directors also intends to evaluate the performanceNon-Executive Chairman of theNon-Executive Chairman in connection with future evaluations to determine what, if any, actions should be taken to improve his effectiveness. Board.

Board’s Role in Risk Oversight.    The Board of Directors 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. Among other areas, the Board is involved in overseeing risks related to the Company’s overall strategy, business results, capital structure, capital allocation and budgeting, and executive officer succession. Certain other important categories of risk are assigned to designated Board committees (which are comprisedcomposed solely of independent directors) that report back to the full Board.

The Audit Committee is specifically charged with the responsibility of meeting periodically with management, the Company’s General Counsel and outside counsel to discuss the Company’s major financial risk exposures,

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

Executive Compensation in Detail – Determination of 20192021 Compensation” on page 3034 of this Proxy 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, Short Selling or Short Selling.Pledging.    Nucor maintains a trading policy that prohibits any hedging or short selling (profiting if the market price decreases) of Nucor securities by any director, officer or general manager of Nucor or any other employee of the Company whose function and responsibilities provide access to material,non-public information information about Nucor. The trading policy also prohibits such persons from pledging Nucor securities as collateral in a margin account with a broker-dealer.

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 during the three-year period prior to the restatement event and, if the committee 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 committee 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 at www.nucor.com/leadership.

Policy on Transactions with Related Persons.    The Company has a written policy and procedures for the review and approval or ratificationin advance of any transactions that could potentially be required to be reported under the SEC rules for disclosure of transactions with the Company’s directors and executive officers, business and other organizations with which its directors or executive officers are affiliated, members of their immediate families and other related persons. This policy is administered by the Governance and Nominating Committee of the Board of

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

potential nominee for consideration for election as a member of the Board. In 2019, Daniel Pantello,the past, Nucor has engaged third-party search firms to assist the Governance and Nominating Committee in identifying and evaluating potential director nominees, and Nucor may do so again in the future.

The Governance and Nominating Committee is committed to ensuring that the Board is composed of individuals representing a melt shop supervisor at Nucor, was paid compensationdiversity of approximately $186,200,thoughts, backgrounds, skills, experiences and Nathanael Slate,expertise. Pursuant to the Company’s Corporate Governance Principles and the charter for the Governance and Nominating Committee, in evaluating potential nominees for election and reelection as members of the Board, the Governance and Nominating Committee considers persons representing a casting shift supervisor at Nucor, was paid compensationdiversity of approximately $198,500. Mr. Pantello isthoughts, backgrounds, skills, experiences and expertise and includes in each third-party search for new nominees, qualified candidates who reflect diverse backgrounds, including diversity of gender and race. In addition, the stepsonpotential 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:

The Governance and Nominating Committee assesses its effectiveness in balancing these considerations when reviewing the soncomposition of MaryEmily Slate,the Board, and has determined that all of the nominees for election as directors at the Annual Meeting possess the personal characteristics, level of commitment to the Company, diversity, skills and experience that align with the Company’s long-term strategy and that enable the Board to operate in an executive officer of Nucor. The foregoing have been approved under Nucor’s policy on transactions with related persons.engaged and effective manner.

NominatingRecommending Directors.    Stockholders may recommend a director nominee to be considered for consideration by the Governance and Nominating CommitteeNucor’s 2023 annual meeting of stockholders by submitting the nominee’s name in accordance with provisions of Nucor’sthe Company’s Bylaws, thatwhich require advance notice to Nucorthe Company 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 later than the close of business on the 120^th day before the first anniversary of the preceding year’s annual meeting of stockholdersAnnual Meeting nor earlier than the close of business on the 150^th day before the first anniversary of the preceding year’s annual meetingAnnual Meeting. As a result, notice of stockholders; provided, however, thatdirector nominees submitted by a stockholder pursuant to the provisions of Nucor’s Bylaws (other than proxy access director nominees) must be delivered, or mailed and received, not earlier than the close of business on December 13, 2022 and not later than the close of business on January 12, 2023. However, in the event that the date of the 2023 annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date,May 12, 2023, 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 suchthe 2023 annual meeting of stockholders 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 10^th day following the day on which public announcement of the date of such meeting is first made by the Company.

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

The notice must contain certain information about both the nominee and the stockholder submitting the nomination as set forth in Nucor’s Bylaws. With respect to the nominee, the notice must contain, among other things, (i) the nominee’s name, age and business and residential addresses; (ii) the nominee’s background and qualification, including, without limitation, the nominee’s principal occupation or employment; (iii) the class or series and number of shares or other securities of the Company directly or indirectly owned of record or beneficially by the nominee or any Stockholder Associated Person (as defined in Nucor’s Bylaws); (iv) any derivative positions held of record or beneficially by the nominee as well as any hedging transactions or similar agreements; (v) a written statement executed by the nominee (A) acknowledging that as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company and our 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 as a director of the Company, 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 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 the Company’s books, of the stockholder and

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the skills and experience necessary to serve as an audit committee financial expert;CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

DIRECTOR COMPENSATION

The Compensation and Executive Development Committee established the following director compensation amounts which became effective in May 2019.2019, and the fees have not been changed since that time:

Non-employee directors are granted each June 1 shares of Company common stock under the Nucor Corporation 2014 Plan.Omnibus Incentive Compensation Plan (the “Omnibus Plan”). Directors may elect to receive their shares in the form of deferred stock units. Effective June 1, 2019, theThe number of shares of Company common stock awarded was equal to the quotient of $150,000 ($215,000 for the Non-Executive Chairman) divided by the closing price of a share of Nucor common stock on the grant date (rounded down to the next whole share). Because June 1, 2019 was a Saturday, the closing price on the previous day, May 31, 2019, was used. All directors elected to receive their grant in the form of deferred stock units in 2019.2021. 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.

The table below summarizes the compensation of eachnon-employee director who served on the Board in 20192021 for his or her Board and committee services during 2019.2021. Directors who are also employees of Nucor (for 2019,2021, Mr. Ferriola)Topalian) do not receive compensation (other than their compensation as employees of Nucor) for their service on the Board. Mr. Joseph D. Rupp was elected to the Board on February 17, 2020 and is therefore not included in the table.

2022         20202022 Proxy Statement

DIRECTOR COMPENSATION

The table below summarizes the total number of vested deferred stock units granted to thenon-employee directors under the 2014Omnibus Plan, the Nucor Corporation 2010 Stock Option and Award Plan (the “2010 Plan”) and the Nucor Corporation 2005 Stock Option and Award Plan (the “2005 Plan”) that were outstanding as of December 31, 2019.2021.

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, 2019,2021, all of thenon-employee directors were in compliance with the ownership requirement or in the first five years after becoming a director.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee’s report with respect to the Company’s audited consolidated financial statements for the year ended December 31, 20192021 is as follows:

THE AUDIT COMMITTEE

Laurette T. Koellner, Chairman

Lloyd J. Austin IIINorma B. Clayton

Patrick J. Dempsey

Christopher J. Kearney

Joseph D. Rupp

John H. Walker

Nadja Y. West

Fees Paid to Independent Registered Public Accounting Firm

For the years ended December 31, 20192021 and 20182020, fees billed for services provided by PwC were as follows:

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 20192021 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 22:

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 2020.2022. PricewaterhouseCoopers LLP has acted in such capacity for Nucor since 1989. The Audit Committee reviewed and discussed the performance of PricewaterhouseCoopers LLP for 2021 prior to its appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022.

The Company expects that representatives of PricewaterhouseCoopers LLP will be present atparticipate in the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that the representatives will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2022 is not required by our Bylaws or otherwise. Nevertheless, the Board is submitting the appointment of PricewaterhouseCoopers LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the Company’s stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of PricewaterhouseCoopers LLP. Even if the Company’s stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee, in its discretion, may 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 would be in the best interests of Nucor and its stockholders.

Vote Recommendation

The Board of Directors recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2020.2022. Unless otherwise specified, proxies will be voted “FOR” “FOR” the proposal.

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EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS