-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUWQ/b9BW/Aq6X0Ytjwmmw3Ibm2URRcE3XxKPWjBduswy5GyKH5RsSFHnZvIq9dS V3bXqJ/+6V/H8gQJgjDC2w== 0000950168-98-000866.txt : 19980327 0000950168-98-000866.hdr.sgml : 19980327 ACCESSION NUMBER: 0000950168-98-000866 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980514 FILED AS OF DATE: 19980326 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: SEC FILE NUMBER: 001-04119 FILM NUMBER: 98573929 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 DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant (X) 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-6(e)(2)) (X) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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) No fee required ( ) 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 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ( ) Fee paid previously 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 Phone 704/366-7000 Fax 704/362-4208 NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1998 annual meeting of stockholders of Nucor Corporation will be held in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 14, 1998, for the following purposes (and to conduct such other business as may properly come before the meeting): (1) elect two directors for three years; and (2) approve an amendment to Nucor's Certificate of Incorporation increasing its authorized common stock. Stockholders of record at the close of business on March 16, 1998, 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, IN THE ENCLOSED ENVELOPE, TO INSURE THAT YOU WILL BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION IS REQUESTED. By order of the Board of Directors, SAMUEL SIEGEL Vice Chairman and Chief Financial Officer, March 23, 1998 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 1998 annual meeting of stockholders to be held on Thursday, May 14, 1998, 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, 1998 was 88,043,678. Only stockholders of record at the close of business on March 16, 1998 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, matters other than the election of directors 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, 1998, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 7,492,400 shares (8.51%); FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 7,653,183 shares (8.69%); and AMVESCAP PLC and related entities beneficially owned, with voting and investment power, 4,660,207 shares (5.29%); of the outstanding common stock of Nucor. The 1997 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 1999 annual meeting of stockholders must be received by Nucor not later than November 23, 1998. - 1 PROPOSAL 1 -- ELECTION OF DIRECTORS Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the election of directors. Nucor's Board of Directors is divided into three classes. The terms of two directors, John D. Correnti and James D. Hlavacek, expire in 1998, and therefore two places on Nucor's Board are to be filled at the 1998 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 and Mr. Hlavacek as directors for terms expiring in 2001 and until their successors are elected and qualified. They have agreed to continue to serve as directors if elected. If they should become unable to serve, the enclosed proxy will be voted for the election of such other persons, if any, as Nucor's Board of Directors may designate. Nucor's Board of Directors recommends a vote FOR the election of directors. Unless otherwise specified, proxies will be voted FOR the election of directors. The following table sets forth certain information about all of the directors, as of February 28, 1998:
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 (67) Former President of Nucor (until 1991); 1971 2000 662,851 (0.75%) Director, Bowater Incorporated John D. Correnti (50) Vice Chairman, President and Chief Executive Officer 1992 1998 56,260 (0.06%) of Nucor; Director, CEM Corporation, Harnischfeger Industries, Inc. and Navistar International Corporation James W. Cunningham (77) Former Vice President of Nucor (until 1988) 1991 1999 456,064 (0.52%) F. Kenneth Iverson (72) Chairman of Nucor; 1965 1999 759,716 (0.86%) Director, Tultex Corporation James D. Hlavacek (54) Managing Director, Market Driven Management 1996 1998 1,700 -- Samuel Siegel (67) Vice Chairman, Chief Financial Officer, 1968 2000 387,347 (0.44%) Treasurer and Secretary of Nucor All 24 directors and senior officers as a group (including those named above) 3,033,052 (3.45%)
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, 11,983; Mr. Iverson, 15,558; Mr. Siegel, 11,670; all directors and senior officers as a group (including those named above), 169,760. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 530,551, (132,300); Mr. Correnti, 56,260 (none); Mr. Cunningham, none (456,064); Mr. Iverson, 512,203 (247,513); Mr. Hlavacek, 1,700 (none); Mr. Siegel, 317,377 (69,970); all directors and senior officers as a group (including those named above) 2,080,952, (952,100). The Board of Directors of Nucor had seven meetings during 1997. 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, Mr. Cunningham, and Mr. Hlavacek. The Audit Committee held two meetings during 1997. 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 $5,400 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 1997:
Summary Compensation Table Annual Compensation Long-Term Compensation -------------------------- ------------------------ Cash Stock Stock Incentive Incentive Options Base Compensation Compensation Granted Name (and age) Principal Positions(s) Year Salary (Note) (Note) (shares) F. Kenneth Iverson (72) Chairman 1997 $345,161 $536,722 $397,564 3,783 (since 1996), 1996 333,150 485,985 359,958 3,941 previously Chairman and 1995 322,500 840,572 622,605 3,243 Chief Executive Officer 1994 312,225 843,007 624,431 2,717 1993 275,000 372,865 276,183 3,856 John D. Correnti (50) Vice Chairman, President, 1997 305,416 474,919 351,763 3,310 Chief Executive Officer 1996 280,392 409,024 302,940 3,449 (since 1996), 1995 242,300 631,537 467,797 2,162 previously President and 1994 234,600 633,420 469,197 1,812 Chief Operating Officer 1993 204,000 276,598 204,845 2,572 Samuel Siegel (67) Vice Chairman, 1997 259,325 403,248 298,668 2,837 Chief Financial Officer, 1996 250,350 365,200 270,504 2,955 Treasurer and Secretary 1995 242,300 631,537 467,797 2,433 1994 234,600 633,420 469,197 2,039 1993 207,000 280,666 207,866 2,894 Larry A. Roos (56) Vice President 1997 194,835 302,967 224,412 1,891 1996 185,666 270,842 200,583 1,970 1995 179,700 468,375 346,920 1,622 1994 164,570 444,339 329,115 1,359 1993 146,012 197,974 146,598 1,929 Daniel R. DiMicco (47) Vice President 1997 194,835 302,967 224,412 1,891 1996 185,666 270,842 200,583 1,970 1995 174,900 455,864 337,666 1,622 1994 157,500 425,250 314,962 1,359 1993 124,500 168,806 125,027 1,929
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 3.5% for 1998 and 3.5% for 1997) of each year's pre-tax earnings (as defined) in excess of an earnings base ($240,000,000 for 1998 and $200,000,000 for 1997) 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 eighteen times, from $500,000 to the present $240,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 32 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1997 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 17,729 ($856,532); Mr. Correnti, 40,394 ($1,951,535); Mr. Siegel, 13,324 ($643,716); Mr. Roos, 35,538 ($1,716,930); Mr. DiMicco, 14,181 ($685,120). - 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 1997: Stock Option Grants in 1997 (Note)
Potential Realizable Value of Stock Options Granted in Stock Options Granted in 1997 1997 ---------------------------------------------------------- ---------------------------- Number Percent of Total 5% Annual 10% Annual of Granted to Exercise Expiration Stock Price Stock Price Name Shares All Employees Price Date Appreciation Appreciation F. Kenneth Iverson 2,041 1.3% $ 48.99 February 28, 2002 $27,625 $61,044 1,742 1.1% 57.38 August 31, 2002 27,616 61,024 John D. Correnti 1,786 1.2% 48.99 February 28, 2002 24,174 53,417 1,524 1.0% 57.38 August 31, 2002 24,160 53,387 Samuel Siegel 1,530 1.0% 48.99 February 28, 2002 20,709 45,761 1,307 0.9% 57.38 August 31, 2002 20,720 45,786 Larry A. Roos 1,020 0.7% 48.99 February 28, 2002 13,806 30,507 871 0.6% 57.38 August 31, 2002 13,808 30,512 Daniel R. DiMicco 1,020 0.7% 48.99 February 28, 2002 13,806 30,507 871 0.6% 57.38 August 31, 2002 13,808 30,512
Note 137 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1997, key employees, other than the above-named senior officers, were granted stock options for 139,493 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 $2,039,089 at 5% annual stock price appreciation and $4,505,851 at 10% annual stock price appreciation. Stock Option Exercises in 1997 and Year-End 1997 Stock Option Data (Note)
Number of Unexercised "Value" of Unexercised Stock Options In-the-Money Stock Options Stock Options Exercised in 1997 at Year-End 1997 at Year-End 1997 ------------------------------------ ----------------------------- ---------------------------- Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable F. Kenneth Iverson none none 15,798 1,742 $17,710 none John D. Correnti 4,264 $112,587 11,781 1,524 12,168 none Samuel Siegel none none 11,851 1,307 13,291 none Larry A. Roos none none 5,971 871 855 none Daniel R. DiMicco 1,929 21,156 5,971 871 855 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 1997, key employees, other than the above-named senior officers, acquired 103,629 shares on exercise of stock options, with a "value" realized of $2,691,768. At year-end 1997, these other key employees had 540,358 unexercised stock options, 476,067 of which were exercisable and 64,291 were unexercisable. At year-end 1997, these other key employees had unexercised in-the-money stock options, with a "value" of $412,665 for exercisable stock options, and none 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 eighteen times, from $500,000 to the present $240,000,000. All of Nucor's 137 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plan. Under the Incentive Stock Option Plan, 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 for key employees is established by Nucor's Board of Directors. The Incentive Stock Option Plan provides 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 30 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 19,000%; Nucor's net earnings have increased 465,000%; Nucor's stockholders' equity has increased 246,000%; and the total market value of Nucor's common stock has increased 28,000%. Nucor's entire Board of Directors, which performs the functions of determining senior officers' compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, James D. Hlavacek, F. Kenneth Iverson, and Samuel Siegel. STOCK PERFORMANCE GRAPH (plot points of the graph) Measurement Period Nucor S&P 500 S&P Steel Group (year) Corporation Index 1992 100.00 100.00 100.00 1993 135.70 110.08 131.58 1994 142.18 111.53 127.97 1995 147.46 153.45 118.67 1996 132.45 188.68 105.95 1997 126.47 251.63 107.79 (graph appears here.) 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 1992. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 28% of the S&P Steel Group Index at year-end 1997 (35% at year-end 1992). - 5 PROPOSAL 2 -- AMENDMENT TO CERTIFICATE OF INCORPORATION Nucor's Board of Directors recommends that Nucor's stockholders vote FOR an amendment to Nucor's Certificate of Incorporation. Nucor's Board of Directors recommends that the stockholders approve an amendment to the Certificate of Incorporation, which would increase the number of authorized shares of common stock to 200,000,000. The present Certificate authorizes the issuance of 100,000,000 shares of common stock, $0.40 par value, and 250,000 shares of preferred stock, $4.00 par value. No preferred stock is outstanding. As of February 28, 1998, 88,043,678 shares of common stock were outstanding; 3,550,835 shares were reserved for issuance under existing Key Employees Incentive Stock Option Plans; and 8,405,487 shares (including 1,989,335 treasury shares) were unreserved and available for use. If the increase in authorized common stock is approved, the number of shares unreserved and available for use will increase to 108,405,487. The 100,000,000 additional authorized shares of common stock will be available for future corporate purposes, including (but not in limitation) possible acquisitions and stock splits. Except for shares which may be issued under the Key Employees Incentive Stock Option Plans, the Senior Officers Incentive Stock Compensation Plan, and an Employee Service Award Plan, Nucor has no present plans for issuance of additional common stock. No holder of Nucor stock has a preemptive right to acquire any additional common stock, except as may be required by law or the rules of the New York Stock Exchange, on which the common stock is listed. Any issuance of common stock, or securities convertible into common stock, may or may not dilute the ownership position of stockholders, depending on the circumstances under which the stock is issued. In recent years, most of the common stock issued by Nucor has been for stock splits, which resulted in no dilution. Since 1975, the authorized shares of common stock have been increased six times, from 3,750,000 shares to the present 100,000,000 shares. During this same period, there have been seven stock splits. In some instances, the existence of substantial amounts of authorized but unissued common stock could discourage a change in control of Nucor. For many years, Nucor's Certificate of Incorporation has contained the following provisions, which also could discourage changes in control: (1) cumulative voting for directors (since 1958); (2) authorized preferred stock, with voting and other rights determined by the directors (since 1964); (3) classification of directors (since 1969); and (4) 80% vote for merger or asset transfer with an entity that owns more than 10% of Nucor's stock (since 1974). Section A of Article IV of the Certificate of Incorporation, as amended, would read as follows (new language ITALICIZED): "A. The total number of shares of Common Stock which the corporation shall have authority to issue is TWO HUNDRED MILLION (200,000,000) and the par value of each share is forty cents ($0.40), amounting in the aggregate to EIGHTY MILLION DOLLARS ($80,000,000). The total number of shares of Preferred Stock which the corporation shall have authority to issue is two hundred fifty thousand (250,000) and the par value of each share is four dollars ($4.00), amounting in the aggregate to one million dollars ($1,000,000)." Nucor's Board of Directors recommends a vote FOR approval of the foregoing Amendment. Unless otherwise specified, proxies will be voted FOR the Amendment. The affirmative vote of a majority of the outstanding shares entitled to vote is necessary for approval. 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. 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. By order of the Board of Directors, F. KENNETH IVERSON March 23, 1998 Chairman PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. - 6 APPENDIX nucor corporation PROXY 2100 Rexford Road, Charlotte, North Carolina 28211 Phone (704) 366-7000 Fax (704) 362-4208 Proxy solicited on behalf of Board of Directors for 1998 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 14, 1998, in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City. F. Kenneth Iverson and Samuel Siegel, or either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1998 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 two directors for three years (Nucor's Board of Directors recommends a vote FOR). 2. Approve an amendment to Nucor's Certificate of Incorporation (Nucor's Board of Directors recommends a vote FOR). THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND FOR PROPOSAL 2, UNLESS OTHERWISE INDICATED. PLEASE SIGN AND DATE ON THE OTHER SIDE Please Detach and Mail in the Envelope Provided - -------------------------------------------------------------------------------- A [X] Please mark your votes as in this example Nucor's Board of Directors recommends that you vote FOR 1 VOTE FOR WITHHELD 1. Elect as directors the two nominees [ ] [ ] Nominees: John D. Correnti James D. Hlavacek (To withold your vote for either nominee, strike a line through that person's name.) - -------------------------------------------------------------------------------- Nucor's Board of Directors recommends that you vote FOR 2 FOR AGAINST ABSTAIN 2. Approve amendment to Certificate [ ] [ ] [ ] of Incorporation THIS PROXY WILL BE VOTED FOR 1 AND FOR 2, UNLESS OTHERWISE INDICATED. IF YOU WISH TO FOLLOW THE RECOMMENDATIONS OF NUCOR'S BOARD OF DIRECTORS, IT IS NOT NECESSARY TO CHECK ANY OF THE BOXES. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. Signed___________________________________________ Dated_____________, 1998 (Please sign your name exactly as printed.) -----END PRIVACY-ENHANCED MESSAGE-----