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

(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 20162017 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

ANNUAL MEETING

The 20162017 annual meeting of stockholders (the “Annual Meeting”) of Nucor Corporation (“Nucor”) will be held in The Morrison Ballroom of the Charlotte Marriott SouthPark, 2200 Rexford Road, Charlotte, North Carolina, at 10:00 a.m. Eastern Time on Friday,Thursday, May 13, 2016,11, 2017, for the following purposes:

Stockholders as of record at the close of business on March 14, 201613, 2017 are entitled to notice of and to vote at the 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 paper copies of the website information andproxy materials, you may follow the instructions listed on the enclosed proxy card or voting instruction form. Your prompt attention is requested.notice.

By order of the Board of Directors,

A. Rae Eagle

General Manager and

Corporate Secretary

March 17, 201623, 2017

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

to be Held on May 13, 201611, 2017

The proxy statementProxy Statement and annual reportthe 2016 Annual Report to stockholdersStockholders are available athttps://materials.proxyvote.com/670346.670346.

Table of Contents

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)

    2017 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:

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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 20162017 annual meeting of stockholders (the “Annual Meeting”) to be held on Friday,Thursday, May 13, 2016,11, 2017, and any adjournment or postponement thereof. The proxy may be revoked by the stockholder by letter to Nucor’s Corporate Secretary at 1915 Rexford Road, Charlotte, North Carolina 28211 received before the meeting, by timely submitting another proxy, or by attending and voting at the meeting. Directions to the meeting location of the Annual Meeting may be obtained by calling(704) 366-7000.

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 with thisthe proxy statementmaterials (including the Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 23, 2017, 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 copies. 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, 2016.13, 2017. Only holders of record of Nucor’s common stock at the close of business on that date will be entitled to vote at the annual meeting.Annual Meeting. As of the record date, 317,925,310318,996,195 shares of Nucor common stock were outstanding. The presence, in person or by proxy, of the holders of a majority of the shares 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 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 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 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 eight director nominees receivingwho receive the highest number of all votes cast for directors at the annual meeting“for” their election will be elected as directors to serve until the next annual meeting of stockholders.stockholders), subject to a Corporate Governance Principle adopted by the 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 the independent registered public accounting firm of the Company for fiscal year 20162017 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).

    2017 Proxy Statement    3

GENERAL INFORMATION

Proposal 3, Advisory Vote on 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% of the outstanding shares entitled to vote in elections of directors in order for the matter to be adopted.

Proposals 4 and 5, Stockholder Proposals.    Approval of each of the proposals requires the affirmative vote 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 4, Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation.    The Board will consider the frequency (one year, two years or three years) that receives the highest number of votes cast by stockholders as the frequency for the advisory vote on named executive officer compensation that is preferred by our stockholders.

Proposals 5 and 6, Stockholder Proposals.    Approval of each of the stockholder proposals requires the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal (meaning that of the shares represented at the 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 Votes, Abstentions and BrokerNon-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 2017, is considered a “discretionary” 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, 4, 5 and 6, the election of directors, the proposal to amend our Restated Certificate of Incorporationtwo advisory votes on executive compensation and the two stockholder proposals, respectively, are “non-discretionary”“non-discretionary” 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,cast. “Withhold” votes and broker non-votes“non-votes” are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the proposal. Nucor’sThe Board of Directors has adopted a Corporate Governance Principle intended to give further effect to withheld“withheld” votes in uncontested elections for directors under certain circumstances. This Corporate Governance Principle is set forth in this proxy statementProxy Statement under the heading “Proposal 1: Election of Directors” and requires, in an uncontested election of directors, 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” such 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 4 and 5,through 6, the ratification of the appointment of PricewaterhouseCoopers LLP as Nucor’s independent registered public accounting firm for fiscal 20162017, the two advisory votes on executive compensation and the two stockholder proposals, respectively, 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 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 the proposal.

Voting of Proxies

TheEach valid proxy received and not revoked before the Annual Meeting will be voted at the Annual Meeting. To be valid, a written proxy card must be properly executed. Proxies voted by telephone or via the Internet must be

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GENERAL INFORMATION

properly completed pursuant to this solicitation. If you specify your vote regarding any matter presented at the 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 record, you may revoke your proxy or change your vote by (i) submitting a written notice of revocation to Nucor’s Corporate Secretary at Nucor Corporation, 1915 Rexford Road, Charlotte, North Carolina 28211; (ii) delivering a proxy 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 in 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 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.

    2017 Proxy Statement    5

PROPOSAL 1

ELECTION OF DIRECTORS

The number of directors is currently fixed at nine. Harvey B. Gantt, age 73,Raymond J. Milchovich is not standing for re-electionreelection at the 2016 annual meeting dueAnnual Meeting. Mr. Milchovich served as our Lead Director from 2013 to his having reached the mandatory retirement age under the Company’s Corporate Governance Principles. Mr. GanttFebruary 2017 and has been a Nucor director since 1999, served2012, serving as a member of the Audit, Compensation and Executive Development, and Governance and Nominating and Compensation committeesCommittees during such time, and previously was a Nucor director from 2002 to 2007. Mr. Milchovich 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 eight members.

On the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the eight 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 20172018 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 20152016 annual meeting of the Company’s stockholders except for Laurette T. Koellner,Patrick J. Dempsey, who was elected to the Board in September 2015. Ms. KoellnerDecember 2016. Mr. Dempsey was initially identified to the Board as a potential director by Spencer Stuart, an executive search consulting firm retained by the Board. 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’sThe Board of Directors has adopted the following Corporate Governance Principle entitled “Effect of Withheld Votes in Uncontested Elections for Director.of Directors; Resignation Policy.”

Any nominee for director inIn an uncontested election of Directors, 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 shall promptly tender his or her resignation to the Secretary of the Company following certification of the stockholder vote for consideration by the Board.

The Governance and Nominating Committee. The Committee shall promptly evaluate the director’sDirector’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 reject such resignation. In making its recommendation,assessing whether to accept or reject the tendered resignation, the Governance and Nominating Committee maywill consider among other things,all factors it deems relevant, including any stated reasons why stockholders “withheld” votes, the effectDirector’s length of service and qualifications, the exercise of cumulative voting in the election. Director’s contributions to Nucor, and these Principles.

The Board shall act on the Governance and Nominating Committee’s recommendation within 120 days following certification of the stockholder votevote. The Board shall consider the Governance and Nominating Committee’s recommendation and any additional information the Board believes to be relevant in deciding whether to accept the tendered 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 directorDirector who tenders his or her resignation pursuant to this governance principle shall not participate in any committee or Board consideration of it. This governance principle will be summarized or included in the Company’s annual proxy statement.

Vote Recommendation

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

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INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS,

ATTRIBUTES AND SKILLS OF

THE NOMINEES

    2017 Proxy Statement    7

INFORMATION CONCERNING EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLSOFTHE NOMINEES

CHRISTOPHER  CHRISTOPHER J. KEARNEYKEARNEY   Director Since:2008   Age:61				Director Since:2008 Age:60

Mr. Kearney has served as 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 September 2015. At that time, 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 until September 2015, and as President and Chief Executive Officer of SPX from 2004 until 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’s Board.

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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 board more than 30 years of experience in metal-related manufacturing and fabricating industries.

    2017 Proxy Statement    9

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following tables give information concerning the beneficial ownership of Nucor’s common stock as of February 29, 201628, 2017 by all directors, 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 percent of the outstanding common stock of Nucor. “Beneficial ownership” is determined in accordance with the rules of the SEC.

Executive Officers and Directors

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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 initial reports of their beneficial ownership and changes in their beneficial ownership of Nucor’s common stock with the SEC. 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 all Section 16(a) filing requirements were met by the reporting persons 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.

    2017 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 nine members, eight of whom are independent. If the director nominees are elected at the annual meeting,Annual Meeting, the Board of Directors will have eight members, seven 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,committees, the compensation of directors, and annual performance evaluations of the Board, its committees, individual directors, and our Chief Executive Officer.

Codes of Ethics.    Nucor 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, Nucor has adopted Standards of Business Conduct and Ethics, which apply to all employees and directors of the Company. The Company intends to post any amendments or waivers to either of these codes (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 published 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.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’sthe 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 standards of the NYSE rules (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. These 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:

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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.

In February 2016,2017, 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 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 20152016 in an amount less than 0.5% 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 goods in 2016 in an amount less than 0.5% of the consolidated gross revenues of Barnes. 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 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, Compensation and Executive Development and Governance and Nominating Committees (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.

    2017 Proxy Statement    13

CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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:

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:

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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

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.

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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 2015.2016. 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 2015.2016. Pursuant to the Corporate Governance Principles, thenon-management 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.

Annual Meetings of Nucor’s Stockholders.    Directors are expected to attend the annual meeting of stockholders. All nine 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 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 anon-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 Committee has retained Pearl Meyer & Partners (“Pearl Meyer”) to act as its independent advisor and to provide it with advice and support on executive compensation issues. The 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

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

director compensation. Please see “Compensation“Compensation Discussion and Analysis, 2016 Executive Compensation in Detail – Determination of 20152016 Compensation” on page 2229 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, business and other organizations with which its directors 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 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 2015,2016, Smoot Enterprises, Inc. was paid approximately $3.74$3.37 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 2016, Danny Pantello, a melt shop supervisor at Nucor, was paid compensation of approximately $134,200. 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 less than 120 days and not more than 150 days 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.

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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 are 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 compensation, reimbursement or indemnification in connection with the nominee’s service or action as a director of the Company, and (D) 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 are 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, 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, that stockholder or any Stockholder Associated Person with respect to the Company’s shares or other securities.similar agreements. A stockholder who is interested in recommending a director candidate should request a copy of Nucor’s Bylaw 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 Committee has a policy that potential nominees shall be evaluated no differently regardless of whether the nominee is recommended by a stockholder, a Board member or Nucor’s management. The Committee considers potential nominees from all these sources, develops information from many sources concerning the potential nominee, evaluates the potential nominee 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 nominees for director. 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 Committee considers persons with a variety of perspectives, professional experience, education and skills that possess the followingbelow minimum qualifications. The potential nominee must:

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CORPORATE GOVERNANCEAND BOARDOF DIRECTORS

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 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.

    2017 Proxy Statement    19

DIRECTOR COMPENSATION

The Compensation and Executive Development Committee established the following director compensation amounts, which became effective June 1, 2014 and remained the same in 2015.2016.

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. Directors may elect to receive their shares in the form of deferred stock units. Effective June 1, 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 2015.2016. 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.

The following table summarizes the compensation earned or paid to eachnon-employee director for his or her Board and committee services during 2015.2016.

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DIRECTOR COMPENSATION

The following table summarizes the total number of vested deferred stock units granted tonon-employee directors under the Company’s 2014 Omnibus Incentive Compensation Plan and the 2010 and 2005 Stock Option and Award Plans.

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 restricted stock units). Anon-employee director must meet the stock ownership requirement within five years of becoming a member of the Board.

    2017 Proxy Statement    21

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, 20152016 is as follows:

THE AUDIT COMMITTEE

Gregory J. Hayes, Chairman

Harvey B. GanttPatrick 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, 20152016 and 20142015 fees billed for services provided by PwC were as follows:

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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 20152016 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, 2016.2017. PricewaterhouseCoopers LLP has acted in such capacity for Nucor since 1989. Representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting,Annual Meeting, will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

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. The Board is submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification and will reconsider whether to retain PricewaterhouseCoopers LLP if the stockholders fail to ratify the Audit Committee’s appointment. In addition, even if the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee may in its discretion appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interests of Nucor.

Vote Recommendation

Nucor’s 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, 2016.2017.Unless otherwise specified, proxies will be votedFOR the proposal.

    2017 Proxy Statement    23

EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion & Analysis (“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 “Committee”) made executive compensation decisions in fiscal year 2015,2016 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 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.listed below.

EXECUTIVE SUMMARY

Executive Summary2016 Business Overview

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 todisciplined strategy for profitable growth while maintainingcontinues to work. Our successful execution is evident in our commitment to safestrong cash flow generation and environmentally friendly operations:

Our compensation programs are designed to support these five drivers to build long-term earnings power and provide our stockholders with attractiveindustry-leading returns on their valuable capital.capital through the challenging steel markets of recent years. Most importantly, our strategic execution positions Nucor to deliver stronger profitability throughout the economic cycle.

In 2016, Nucor demonstrated strong improvement in financial performance as imports decreased resulting in a more sustainable pricing environment. Return on equity (“ROE”) and return on average invested capital (“ROAIC”) improved in 2016 both on an absolute basis and relative to our comparator groups. The incentive programs worked as intended as improved performance resulted in larger year over year incentive payouts.

Say on Pay and Feedback from Stockholders

Every three years, Nucor submits its executive compensation program for Executive Officers to an advisory say on pay vote of its stockholders. NucorNucor’s last askedsay on pay vote was held in 2014, when approximately 97% of the total votes cast at Nucor’s annual stockholders meeting supported the compensation program. The Committee believes that ourpays careful attention to any feedback it receives from stockholders about the executive compensation program, closely alignsincluding the interestssay on pay vote. While there was not a say on pay vote in 2016, the Committee considered the strong stockholder endorsement in 2014 of the Company with our stockholders’ interests. The positive resultsCommittee’s decisions and policies and Nucor’s overall executive compensation program in continuing thepay-for-performance program that is currently in place.

An advisory vote on Executive Officer compensation is included in this Proxy Statement (Proposal 3). Nucor’s Board of Directors recommends a vote for Proposal 3, the advisory resolution approving the compensation paid to the Executive Officers. Nucor holds an advisory vote on Executive Officer compensation every three years. Also included in this Proxy Statement (Proposal 4) is an advisory vote on the frequency of the advisory vote on executive compensation held at the 2014 annual meeting reinforces this belief. The Committee determined, therefore, that no changescompensation. Nucor’s Board of Directors recommends continuing to the compensation program were necessary.

In 2015, Nucor performed modestly when compared against other steel companies included in the Steel Comparator Group (as definedconduct a say 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 equity performance and revenue performance compared 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)pay vote every three years (Proposal 4). 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 design 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.

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COMPENSATION DISCUSSIONAND ANALYSIS

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

Nucor’sNucor designed and built its executive compensation philosophyprogram with pay for performance at its core. The result is based ona program that is highly leveraged – a significant portion of compensation is variable and supportsdirectly linked to Nucor’s overall management philosophy, whichrelative performance and the value delivered to its stockholders. Here is to:an overview of how it works:

Nucor’s compensation philosophy stressesThe bottom line is that Executive Officers share the pain and share the gain. Iffor any given performance 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 portfolio, 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 high level of performance for Nucor. 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.

2016 Compensation Overview

Nucor’s executive compensation plans worked as designed in 2016.

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COMPENSATION DISCUSSIONAND ANALYSIS

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

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 2015,2016, the Committee reviewed the payouts and determined that the incentive plan payouts were appropriate and, therefore, did not reduce the incentive plan payouts.

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 while maintaining our commitment to safe and environmentally friendly operations:

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COMPENSATION DISCUSSIONAND ANALYSIS

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 well 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:

Our compensation philosophy is supported by the following elements of our 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 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 median.

For purposes of setting 2016 compensation levels, the Committee engagedhad Pearl Meyer in 2015benchmark Executive Officers’ compensation. In addition to perform a benchmarking comparisonExecutive Officer compensation at target and actual levels of Nucor’s

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COMPENSATION DISCUSSIONAND ANALYSIS

pay, the Committee completed an exercise to understand how the compensation to that of the 28 companies listed on page 23. The Committee reviewed how Nucor’s compensationExecutive 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 ofbusiness cycle. In order to ensure the incentive program performance range), Executive Officers will receivecompensation programs achieve this desired result, the Committee had Pearl Meyer benchmark Nucor’s compensation against the 28 companies listed below medianat different levels of compensation.

In 2013, Nucor’s stockholders approved the senior officers annualpotential performance (below threshold, threshold, target 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 Stockholdersmaximum).    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:

After reduction,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 the median guidelines for Nucor’s steel company peers and other industrial and materials companies of similar size.

Under the guidelines, Executive Officers have five years to achieve ownership of the guideline number of shares. On an annual basis, the Committee monitors each Executive Officer’s compliance with the ownership guideline or, if applicable, the Executive Officer’s progress in achieving ownership of the guideline number of shares. If the Committee determines an Executive Officer is not in compliance or has not made sufficient progress toward achieving the ownership guideline, the Committee has the discretion to take action or adjust incentive award payments to concentrate payouts more heavily in Nucor common stock. All Executive Officers were in compliance with the stock ownership guidelines as of December 31, 2015.performance.

No HedgingPerformance Comparator Groups.    The Committee believes that performance should be measured both in absolute terms (meaning based on achieving or Short Selling.    Nucor maintains policies that applyexceeding performance measures established by the Committee) and relative to all officers, certain designated employeesother 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 annual and long-term incentive plans — they are not used for purposes of 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 Board that prohibit hedging or short selling (profiting if the market pricebeginning of each performance period. Since some of the securities decreases) of Nucor securities.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.

Internal Revenue Code Section 162(m).    Internal Revenue Code Section 162(m) limits28         2017 Proxy Statement

COMPENSATION DISCUSSIONAND ANALYSIS

The performance comparator groups for performance periods that began in 2016 are comprised of the amount of compensation paid to certain Executive Officers that may be deducted by Nucor for federal income tax purposes in any fiscal year to $1,000,000. “Performance-based” compensation that has been approved by Nucor’s stockholders is not subject to the $1,000,000 deduction limit. Nucor’s incentive plans have all been approved by Nucor’s stockholders, and awards under those plans, other than certain time-vesting restricted stock units, should constitute “performance-based” compensation that is not subject to the Section 162(m) deduction limit. The Committee has not adopted a formal policy that all compensation paid to Executive Officers must be deductible.following companies:

2016 EXECUTIVE COMPENSATION IN DETAIL

Determination of 20152016 Compensation

In making its determinations with respect to executive compensation for fiscal 2015,2016, the Committee was supported by Donovan E. Marks, Nucor’s General Manager of Human Resources, and A. Rae Eagle, Nucor’s General Manager and Corporate Secretary. In addition, the Committee engaged the services of Pearl Meyer to serve as its independent compensation consultant and, in such capacity, to assist the Committee’s review and determination of the compensation package of the Chief Executive Officer and other Executive Officers. Pearl Meyer also was retained to assist the Committee with additional projects, including benchmarking Executive Officer compensation, reviewing and developing alternatives for the comparator groups, monitoring trends in executive andnon-employee director compensation, and assisting in the preparation of this CD&A.

The Committee retained Pearl Meyer directly although, in carrying out its assignments, Pearl Meyer also interacted with Nucor management when necessary and appropriate. Specifically, the General Manager of Human Resources and the Corporate Secretary interacted with Pearl Meyer to provide compensation and performance data for Executive Officers and Nucor. In addition, Pearl Meyer may, in its discretion, seek input and feedback from the Chief Executive Officer and the Chief Financial Officer regarding its work product prior to presenting such work product to the Committee to confirm the work product’s alignment with Nucor’s business strategy, determine what additional data needed to be gathered, or identify other issues, if any.

The Committee frequently requested Mr. Ferriola, as Chief Executive Officer, to be present at Committee meetings where executive compensation and Company performance were discussed and evaluated. Mr. Ferriola was free to provide insight, suggestions or recommendations regarding executive compensation during these meetings or at other times; however, only independent Committee members were allowed to vote on decisions made regarding executive compensation.

The Committee met separately with the Chief Executive Officer to discuss his compensation, but the Committee made decisions regarding Mr. Ferriola’s compensation in executive session, based solely upon the Committee’s deliberations. The Committee’s decisions regarding the compensation of other Executive Officers were made after considering recommendations from the Chief Executive Officer.

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Compensation BenchmarkingCOMPENSATION DISCUSSIONAND ANALYSIS

Base Salary

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 median.

In 2015, the Committee had Pearl Meyer benchmark Executive Officers’ compensation. In addition to benchmarking Executive Officer compensation at target and actual levels of pay, the Committee completed an exercise to understand how the compensation of Executive Officers compared to compensation of the peer group at various levels of performance. Nucor’s compensation philosophy is to pay below market when performance is below peers and to pay above market when performance is outstanding. In order to ensure the compensation programs achieve this desired result, the Committee had Pearl Meyer benchmark Nucor’s compensation against the 28 companies listed below at different levels of potential performance (below threshold, target and maximum).

Some of the above 28 companies are included in the Steel Comparator Group or the General Industry Comparator Group used in the incentive plans as described below. However, the 28 companies listed above 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 most 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.

Incentive Plan 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 Committee) 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 reflected below. These comparator groups are used in the annual and long-term incentive plans as discussed below. 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 2015 are comprised of the following companies:

The Committee has used the following criteria for selecting the companies in the performance comparator groups:

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 does not use the performance comparator groups for purposes of benchmarking compensation.

Components of Compensation for 2015

Nucor provides four compensation components to Executive Officers:

As described above, these components provide a balanced mix of guaranteed compensation and variable, at-risk compensation with an emphasis on annual and long-term incentives. By providing this balanced compensation portfolio, the Committee provides Executive Officers 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 high level of performance for Nucor.

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.

Base Salary

The Committee’s goal is to set Executive Officers’ base salaries below the median base salary level for comparable positions at industrial and materials companies. The Committee sets base salaries below the median because of the Committee’s desire to orient the Executive Officers’ total pay significantly towards variable,at-risk incentive compensation. Base salaries for 20152016 were as follows:

Mr. Ferriola’s salary adjustment reflected histhe Committee’s continuing commitment to bring the CEO’s salary being materially below the 25^th percentile of the benchmark data. After adjustment, Mr. Ferriola’s 2015 base salary wascloser to, but still below, the median of the benchmark data. After the adjustment, Mr. Ferriola’s 2016 base salary was still below the median of the benchmark data (by approximately 3%). Mr. Frias’ salary adjustment also reflected his salary being materially below the 25^th percentilemedian of the benchmark data. After the adjustment, Mr. Frias’ salary remained below the 25^th percentile. However, as discussed below, Mr. Frias also received an increase in his performance based restricted stock units in order to increase his total compensation at target to near the median.data (by approximately 29%). Mr. Darsey’s salary adjustment was intended to bring him closer toin line with other Executive Vice Presidents. The salary adjustmentsadjustment for Messrs.Mr. Hall and Stratman werewas consistent with the range of salary adjustments for other Nucor executives. Mr. Stratman received a 2% salary increase to $463,100 effective January 1, 2016, consistent with the range of salary adjustments for other Nucor executives. In August 2016, Mr. Stratman was promoted to Chief Digital Officer and Executive VicePresident-Raw Materials and his salary was increased to $488,800, a 5.5% increase commensurate with his increased responsibilities. Mr. Stratman’s salary earned for 2016 was $473,914.

Annual Incentives

The Annual Incentive Plan (“AIP”) provides Executive Officers an opportunity to receive annual cash incentive awards based on Nucor’s annual performance. The incentive opportunity, expressed as a percentage of base salary, is the same for all Executive Officers.

An Executive Officer may earn an incentive award under the AIP for each fiscal year of up to a maximum of 300% of the Executive Officer’s base salary, as follows:

30         2017 Proxy Statement

COMPENSATION DISCUSSIONAND ANALYSIS

Executive Officers may elect to defer up toone-half of their AIP award into Nucor common stock units. The AIP provides an incentive for Executive Officers to defer their AIP awards by providing a grant of additional Nucor common stock units equal to 25% of the number of common stock units deferred. An Executive Officer is always vested in the common stock units attributable to the deferred award. The deferral incentive units become vested upon the Executive Officer’s attainment of age 55, death or disability while employed by Nucor. The vested common stock units are distributed to the Executive Officer in the form of Nucor common stock following the Executive Officer’s retirement or other termination of employment. Dividend equivalents are paid on deferred incentive units in cash within 30 days of when stockholders are paid.

Two Executive Officers, Mr. Frias and Mr. Hall, participate in this deferral program.

20152016 Performance Results and AIP Payout

Based on Nucor’s ROE of 4.7%10.35% and being ranked fifthfirst within the Steel Comparator Group for the change in net sales for 2015,2016, Executive Officers earned an award of 39.97%108.59% of base salary for the ROE performance measure and an award of 15%75% of base salary for the change in net sales performance measure formeasure. As a result, the total incentive compensation under the AIP award earned was equal to 54.97%183.59% of base salary.

Long-Term Incentives

Long-term incentives are used to balance the short-term focus of the AIP by rewarding performance over multi-year periods and growth in long-term stockholder value. Executive Officers receive long-term incentives in the following forms:

The Committee believes that halfone-half of the three-year LTIP awards should be earned relative to performance as compared to the Steel Comparator Group and half earned relative to performance as compared to the General Industry Comparator Group. The Committee believes that this plan design provides an incentive to perform better than steel industry competitors, as well as other capital intensivecapital-intensive companies. The Committee also believes it is appropriate to provide a level of retention through time vestingtime-vesting RSUs, alignment with stockholders through stock options, and an opportunity to earn more RSUs, based on performance, that become vested at retirement.

The Long-Term Incentive Plan

Executive Officers earn incentive compensation under the LTIP based on Nucor’s performance during the LTIP’s performance periods. The performance periods commence every January 1 and last for three years.

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COMPENSATION DISCUSSIONAND ANALYSIS