-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eiX9KNQZ9ZeFjeX7Re4Oty4GT7I7nNFmMxuZb4CXhedGA1SIbLb0YDJUvtsP3X5p b5Db1hEc1szobYqAG+kWEg== 0000950168-95-000208.txt : 19950616 0000950168-95-000208.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950168-95-000208 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950511 FILED AS OF DATE: 19950323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 95522745 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 DEF 14A 1 NUCOR CORPORATION DEF 14A 80433.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ( ) Filed by the Registrant ( ) Filed by a Party other than the Registrant Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-b(e)(2)) (x ) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or (section mark)240.14a-12 nucor corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement If Other Than Registrant) PAYMENT OF FILING FEE (Check the appropriate box): (x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). ( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: * 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: (Set forth the amount on which the filing fee is calculated and state how it was determined) ( ) Fee previously paid with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: $ 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: nucor corporation 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1995 annual meeting of stockholders of Nucor Corporation will be held in the 13th Floor Auditorium of Chemical Banking Corporation, 55 Water Street (between Old Slip and Coenties Slip Streets), New York City, at 2:00 p.m. on Thursday, May 11, 1995, for the following purposes (and to conduct such other business as may properly come before the meeting). 1. Elect one director for three years (Nucor's Board of Directors recommends a vote FOR). 2. Consider a stockholder proposal (Nucor's Board of Directors recommends a vote AGAINST). Stockholders of record at the close of business on March 13, 1995, are entitled to notice of and to vote at the meeting. IT IS IMPORTANT THAT YOU VOTE. PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH REQUIRES NO POSTAGE, TO INSURE THAT YOU WILL BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION IS REQUESTED. By order of Nucor's Board of Directors, SAMUEL SIEGEL Vice Chairman and Chief Financial Officer, March 24, 1995 Treasurer and Secretary PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. GENERAL INFORMATION The enclosed proxy is being solicited by the Board of Directors of Nucor Corporation for use at the 1995 annual meeting of stockholders to be held on Thursday, May 11, 1995, and any adjournment. The proxy may be revoked by the stockholder by letter to the Secretary of Nucor received before the meeting, or by utilizing a ballot at the meeting. In addition to solicitation by mail, arrangements may be made with third parties, including brokerage firms and other custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor. The total number of outstanding shares of common stock as of February 28, 1995, was 87,355,904. Only stockholders of record at the close of business on March 13, 1995 are entitled to notice of, and to vote at, the meeting. A majority of the outstanding shares constitutes a quorum. In voting on matters other than the election of directors, each stockholder has one vote for each share of stock held. With respect to the election of directors, stockholders have cumulative voting rights, which means that each stockholder has the number of votes equal to the number of shares held times the number of directors to be elected. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. For matters other than the election of directors, abstentions are counted in tabulations of votes cast on proposals presented to stockholders, and have the effect of voting against such proposals; broker non-votes are not counted for purposes of determining whether a proposal has been approved. Directors are elected by plurality vote; thus, any shares not voted (abstention, broker non-vote or otherwise) have no effect. Unless otherwise specified, other matters require the vote of a majority of the shares represented at the meeting. The shares represented by the enclosed proxy will be voted if the proxy is properly signed and received prior to the meeting, and is not revoked by the stockholder, and will give to the persons appointed as proxies the discretionary authority to cumulate votes. At February 28, 1995, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 6,909,200 shares (7.91%); and FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 5,274,243 shares (6.04%); of the outstanding common stock of Nucor. The 1994 annual report of Nucor, including financial statements, is being mailed to all stockholders of record together with this proxy statement. Any stockholder proposal intended to be included in Nucor's proxy statement for its 1996 annual meeting of stockholders must be received by Nucor not later than November 24, 1995. Nucor's financial statements are audited by Coopers & Lybrand L.L.P. A representative of that firm will be present at the meeting with an opportunity to make a statement and answer appropriate questions. 1 PROPOSAL 1 -- ELECTION OF DIRECTOR Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the election of director. Nucor's Board of Directors is divided into three classes. The term of one director, John D. Correnti, expires in 1995, and therefore one place on Nucor's Board is to be filled at the 1995 annual meeting of stockholders. It is intended that votes will be cast pursuant to the enclosed proxy (unless authority is specifically withheld) for re-election of Mr. Correnti as director for a term expiring in 1998 and until a successor is elected and qualified. Mr. Correnti has agreed to continue to serve as a director. If Mr. Correnti should become unable to serve, the enclosed proxy will be voted for the election of such other person, if any, as Nucor's Board of Directors may designate. NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTOR. Unless otherwise specified, proxies will be voted FOR the election of director. The following table sets forth certain information about all of the directors, as of February 28, 1995:
COMMON STOCK "BENEFICIALLY PRINCIPAL OCCUPATION OWNED" (AND AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE) H. David Aycock (64) Former President and Chief Operating Officer of Nucor; 1971 1997 673,002 (0.77%) Director, Bowater Incorporated John D. Correnti (47) President and Chief Operating Officer of 1992 1995 48,724 (0.06%) Nucor; Director, Harnischfeger Industries, Inc. and Navistar International Corporation James W. Cunningham (74) Former Vice President of Nucor 1991 1996 457,464 (0.52%) F. Kenneth Iverson (69) Chairman and Chief Executive Officer of Nucor; 1965 1996 749,783 (0.86%) Director, Wal-Mart Stores, Inc., and The Wachovia Corporation Samuel Siegel (64) Vice Chairman, Chief Financial Officer, 1968 1997 529,957 (0.61%) Treasurer and Secretary of Nucor All 23 directors and senior officers as a group (including those named above) 3,436,309 (3.93%)
NOTE Common stock "beneficially owned" includes (as defined by the rules of the Securities and Exchange Commission), the following shares not owned by the above-named persons, but which they have the right to acquire pursuant to the exercise of stock options: Mr. Correnti, 15,536; Mr. Iverson, 20,483; Mr. Siegel, 14,727; all directors and senior officers as a group (including those named above), 209,887. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 540,702 (132,300); Mr. Correnti, 48,724 (none); Mr. Cunningham, none (457,464); Mr. Iverson, 502,270 (247,513); Mr. Siegel, 454,987 (74,970); all directors and senior officers as a group (including those named above), 2,441,837 (994,472). The Board of Directors of Nucor had six meetings during 1994. The Board has a standing Audit Committee with the following functions: ratify the selection of the independent auditor; review the overall plan and scope of the annual audit; review annual financial statements; review the results of the annual audit; inquire into important accounting, reporting, control and audit matters; and report and make recommendations to the full Board. The members of the Audit Committee are Mr. Aycock and Mr. Cunningham. The Audit Committee held two meetings during 1994. The Board of Directors does not have a nominating or compensation committee; the Board itself performs these functions. Directors who are not senior officers are paid standard directors' fees of $3,100 quarterly. Audit Committee members are not paid additional fees. 2 The following table sets forth compensation information for the chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1994:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION CASH STOCK STOCK INCENTIVE INCENTIVE OPTIONS BASE COMPENSATION COMPENSATION GRANTED NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES) F. Kenneth Iverson (69) Chairman, 1994 $312,225 $843,007 $624,431 2,717 Chief 1993 275,000 372,865 276,183 3,856 Executive 1992 266,200 147,280 109,020 6,394 Officer 1991 256,000 64,491 47,726 7,516 1990 236,795 165,519 122,574 10,148 Samuel Siegel (64) Vice Chairman, 1994 234,600 633,420 469,197 2,039 Chief Financial 1993 207,000 280,666 207,866 2,894 Officer (since 1991), 1992 200,000 110,654 81,902 4,798 previously 1991 192,400 48,469 35,839 4,996 Executive Vice President, 1990 175,553 122,712 90,892 5,888 Chief Financial Officer John D. Correnti (47) President, 1994 234,600 633,420 469,197 1,812 Chief Operating 1993 204,000 276,598 204,845 2,572 Officer (since 1991), 1992 195,000 107,887 79,864 4,264 previously 1991 159,682 40,227 29,762 4,384 Vice President 1990 121,726 85,087 62,992 5,076 Larry A. Roos (53) Vice President 1994 164,570 444,339 329,115 1,359 1993 146,012 197,974 146,598 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 1990 118,381 82,748 61,256 5,076 Daniel R. DiMicco (44) Vice President 1994 157,500 425,250 314,962 1,359 (since 1992) 1993 124,500 168,806 125,027 1,929 1992 100,000 55,327 40,912 3,198
NOTE All of Nucor's employees, except senior officers, participate in various incentive compensation plans which are based on Nucor's profitability and productivity. In addition, all of Nucor's employees, except senior officers, participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes at least 10% of each year's pre-tax earnings. Nucor's senior officers participate only in Nucor's Senior Officers Cash and Stock Incentive Compensation Plans, which are based on Nucor's profitability. Pursuant to the Senior Officers Incentive Plans, a portion (approximately 4.2% for 1995 and 5% for 1994) of each year's pre-tax earnings (as defined) in excess of an earnings base ($126,500,000 for 1995 and $92,000,000 for 1994) is payable to senior officers, partly in cash and partly in stock, as incentive compensation. The cash and stock are allocated for each year to senior officers according to base salary. Since the inception of the Senior Officers Incentive Plans in 1966, the earnings base (below which nothing is payable) has been increased fifteen times, from $500,000 to the present $126,500,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 29 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1994 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 187,881 ($10,427,396); Mr. Siegel, 100,392 ($5,571,756); Mr. Correnti, 32,237 ($1,789,154); Mr. Roos, 30,125 ($1,671,938); Mr. DiMicco, 2,959 ($164,225). 3 The following tables set forth stock option information for the chief executive officer and for the four other highest-compensated senior officers whose cash compensation exceeded $100,000 for 1994: STOCK OPTION GRANTS IN 1994 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1994 OF STOCK OPTIONS GRANTED IN 1994 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,471 1.5% $57.88 February 28, 1999 $ 23,523 1,246 1.3% 68.35 August 31, 1999 23,529 Samuel Siegel 1,104 1.1% 57.88 February 28, 1999 17,654 935 0.9% 68.35 August 31, 1999 17,656 John D. Correnti 981 1.0% 57.88 February 28, 1999 15,687 831 0.8% 68.35 August 31, 1999 15,692 Larry A. Roos 736 0.7% 57.88 February 28, 1999 11,770 623 0.6% 68.35 August 31, 1999 11,765 Daniel R. DiMicco 736 0.7% 57.88 February 28, 1999 11,770 623 0.6% 68.35 August 31, 1999 11,765 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 51,980 51,994 Samuel Siegel 39,011 39,016 John D. Correnti 34,665 34,676 Larry A. Roos 26,008 25,997 Daniel R. DiMicco 26,008 25,997
NOTE 119 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1994, key employees, other than the above-named senior officers, were granted stock options for 88,937 shares (91% of the total stock options granted to all employees), at the same exercise prices and expiration dates as the above-named senior officers. The potential realizable value of stock options granted to these other key employees was $1,539,491 at 5% annual stock price appreciation and $3,401,871 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1994 AND YEAR-END 1994 STOCK OPTION DATA (NOTE)
"VALUE" OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1994 AT YEAR-END 1994 1994 NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson none none 19,237 1,246 $ 503,472 Samuel Siegel 8,724 $423,847 13,792 935 354,830 John D. Correnti none none 14,705 831 415,015 Larry A. Roos 5,016 240,728 12,127 623 353,525 Daniel R. DiMicco none none 2,665 623 21,870 NAME UNEXERCISABLE F. Kenneth Iverson none Samuel Siegel none John D. Correnti none Larry A. Roos none Daniel R. DiMicco none
NOTE "Value" (as defined by the rules of the Securities and Exchange Commission) is the excess of the market price over the exercise price. During 1994, key employees, other than the above-named senior officers, acquired 139,037 shares on exercise of stock options, with a "value" realized of $6,130,195. At year-end 1994, these other key employees had 510,853 unexercised stock options, 471,244 of which were exercisable and 39,609 were unexercisable. At year-end 1994, these other key employees had unexercised in-the-money stock options, with a "value" of $12,337,916 for exercisable stock options (no "value" for unexercisable stock options). 4 BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION Nucor's senior officers compensation program is significantly oriented towards Nucor's Senior Officers Cash and Stock Incentive Compensation Plans. These Senior Officers Incentive Plans directly link Nucor's performance and the senior officers compensation. All of Nucor's senior officers, including the chief executive officer, participate in the Senior Officers Incentive Plans. These Senior Officers Incentive Plans began in 1966 and are based solely on Nucor's profitability, with a portion of each year's pre-tax earnings in excess of an earnings base payable to senior officers, partly in cash and partly in stock. The cash and stock are allocated for each year to senior officers according to base salary. Nucor's Board of Directors reviews national surveys of the base salaries and total compensation of chief executive officers and senior officers in manufacturing companies with sales comparable to Nucor. Nucor's Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at a low level compared with the median for comparable positions in such other manufacturing companies. Nucor's Board of Directors then also sets the earnings base for the Senior Officers Incentive Plans (below which nothing is payable), taking into consideration Nucor's growth, profitability and capital. Since the inception of the Senior Officers Incentive Plans in 1966, this earnings base (below which nothing is payable) has been increased fifteen times, from $500,000 to the present $126,500,000. All of Nucor's 119 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans. Under these Incentive Stock Option Plans, stock options are granted at 100% of the market value on the date of grant. Stock option grants to Nucor's chief executive officer and senior officers are substantially below the median for comparable positions in manufacturing companies with sales comparable to Nucor. The dollar amount of options granted is established by Nucor's Board of Directors for the various positions held by key employees. These Incentive Stock Option Plans provide incentive for all key employees, including the chief executive officer and senior officers, by further identifying their interests with those of Nucor's stockholders, since these key employees benefit only if Nucor's stockholders benefit by increases in Nucor's stock price. Nucor's senior officers do not participate in Nucor's Profit Sharing Plans. Nucor's senior officers do not participate in any pension plan. Nucor has received commendations for its long-term policy (more than 25 years) of linking senior officers compensation to Nucor's performance. Since Nucor's present management was elected in late 1965, Nucor's sales have increased 13,000%; Nucor's net earnings have increased 358,000%; Nucor's stockholders' equity has increased 147,000%; and the total market value of Nucor's common stock has increased 32,000%. Nucor's entire Board of Directors, which performed the functions of determining senior officers compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, F. Kenneth Iverson, and Samuel Siegel. STOCK PERFORMANCE GRAPH This graphic comparison assumes the investment of $100 in Nucor Common Stock, $100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at year-end 1989. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 36% of the S&P Steel Group Index at year-end 1994 (22% at year-end 1989). (Plot Points of Performance Graph) STOCK PERFORMANCE GRAPH Comparison of Five Year Cumulative Return Measurement Period Nucor S&P 500 S&P Steel Group (year) Corporation Index 1989 100.00 100.00 100.00 1990 103.70 96.90 84.15 1991 150.45 126.42 103.41 1992 265.20 136.05 135.29 1993 359.87 149.76 178.02 1994 377.07 151.74 173.14 5 PROPOSAL 2 -- STOCKHOLDER PROPOSAL Nucor's Board of Directors recommends that Nucor's stockholders vote AGAINST the following stockholder proposal. A stockholder (name, address, shares held, available on request) has submitted the following stockholder proposal and supporting statement: STOCKHOLDER PROPOSAL WHEREAS, all the members of the Company's Board of Directors are white men; and WHEREAS, there are many women and minority group members who are qualified to serve on the Board; and WHEREAS, the Company's shareholders, customers, employees and the community include significant and growing number of women and minorities; and WHEREAS, the Company could benefit from having a Board that is diversified by race and sex because of the perspectives, opinions and experience that women and minorities bring to the varied interests and concerns of the Company and its shareholders, customers and employees; and WHEREAS, in a competitive environment, a board that does not reflect the diversity of the Company's employees, shareholders, customers and the community where it operates could have a negative economic impact on the Company's operations; RESOLVED, that the shareholders request that the Company's Board of Directors: Adopt an active policy to seek qualified women and minority candidates for nomination to the Board of Directors, set a timetable for implementing that policy, and report to the shareholders about what the new policy has achieved at the next annual meeting. STOCKHOLDER SUPPORTING STATEMENT In order to represent the Company's shareholders effectively and respond to the needs of its customers, employees and the community, we believe the Board of Directors should be composed of qualified individuals who reflect diversity of experience, age, gender and race. Although all current Board members may be highly qualified, the arguably limited perspective of an exclusive Board could impede its ability to act in the best economic interests of the Company and its shareholders. We believe the Company might find it difficult to compete successfully in our increasingly diverse society if its Board does not reflect that diversity but rather appears to be selected exclusively from only one group in that society. We believe the Company should therefore respond to the needs of its shareholders and all others it represents, including the customers upon whom the Company depends for its economic success, by seeking diversity on its board. NUCOR'S BOARD OF DIRECTORS' RESPONSE TO STOCKHOLDER PROPOSAL For the following reasons, Nucor's Board of Directors recommends that Nucor's stockholders vote AGAINST the stockholder proposal: Nucor's policy has always been to provide equal opportunity in its employment practices. Unlike other companies who maintain large boards of directors, Nucor has taken a different approach. To maintain effectiveness and efficiency, the number of directors has ranged from four to six and is presently five. Individuals are selected for nomination to Nucor's small Board based on their knowledge of Nucor and the industry in which it operates. The individuals currently on Nucor's Board bring a collective 139 years of experience with Nucor to bear in fulfilling their duties. The success of Nucor under the guidance of its small Board is well documented. Since 1965, the year present management was elected, Nucor's sales have increased 13,000%; net earnings have increased 358,000%; stockholders' equity has increased 147,000%; and the total market value of Nucor's common stock has increased 32,000%. The stockholder proposal (1) is inappropriately restrictive; (2) would unduly limit Nucor in its selection of directors; and (3) would clearly be detrimental to the best interests of Nucor and its stockholders. NUCOR'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL. Unless otherwise specified, proxies will be voted AGAINST the stockholder proposal. OTHER MATTERS Nucor's Board of Directors does not intend to present any matters to the meeting other than as set forth above, and knows of no other matter to be brought before the meeting. However, if any other matter comes before the meeting, or any adjournment, it is intended that the persons named in the enclosed proxy will vote such proxy according to their best judgement. By order of Nucor's Board of Directors, F. KENNETH IVERSON March 24, 1995 Chairman and Chief Executive Officer 6 *************************************************************************** APPENDIX P R O X Y NUCOR CORPORATION 2100 Rexford Road Charlotte, North Carolina 28211 Phone (704)366-7000 Fax (704)362-4208 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1995 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 11, 1995, in the 13th Floor Auditorium of Chemical Banking Corporation, 55 Water Street (between Old Slip and Coenties Slip Streets), New York City. F. Kenneth Iverson and Samuel Siegel, and either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1995 annual meeting of stockholders, and any adjournment, on the following proposals, as set forth in the proxy statement, and upon such other matters as may properly come before the meeting: 1. Elect John D. Correnti director for three years (Nucor's Board of Directors recommends a vote FOR). 2. Consider a stockholder proposal (Nucor's Board of Directors recommends a vote AGAINST). THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND AGAINST PROPOSAL 2, UNLESS OTHERWISE INDICATED. PLEASE SIGN AND DATE ON THE OTHER SIDE. IF YOU WISH TO FOLLOW THE RECOMMENDATIONS OF NUCOR'S BOARD OF DIRECTORS (BY VOTING FOR 1 AND AGAINST 2) DO NOT CHECK ANY OF THE BOXES. Nucor's Board of Directors recommends that you vote FOR 1: Nucor's Board of Directors recommends that you vote AGAINST 2: 1. For [] no vote on [] election of director 2. For [] Against[] Abstain on [] stockholder proposal
DATED , 1995 SIGNED Please sign your name exactly as printed. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. -----END PRIVACY-ENHANCED MESSAGE-----