Worthington Enterprises Files 8-K/A: Director Changes and Compensation Updates

TL;DR

Worthington Enterprises (WOR) filed an 8-K/A updating director changes and executive comp. Nothing major, but good to track.

AI Summary

Worthington Enterprises, Inc. filed an 8-K/A on November 7, 2024, to amend a previous filing related to the departure of a director, election of a new director, and changes in compensatory arrangements. Specifically, the amendment addresses the departure of John P. McKee from the Board of Directors and the election of Michael E. Hageman as a Class III director, effective November 5, 2024. The filing also includes information regarding compensatory arrangements for certain officers.

Why It Matters

This filing provides updates on the composition of Worthington Enterprises' Board of Directors and details changes in executive compensation, which can impact investor confidence and corporate governance.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and primarily concerns routine corporate governance matters like director changes and compensation adjustments, with no immediate financial distress indicated.

Key Players & Entities

• Worthington Enterprises, Inc. (company) — Registrant
• John P. McKee (person) — Departing Director
• Michael E. Hageman (person) — Newly Elected Director
• November 5, 2024 (date) — Effective date of director election
• November 7, 2024 (date) — Filing date of the 8-K/A

FAQ

Key Financial Figures

• $725,000 — eshold Target Maximum Mr. Hayek $725,000 $375,000 $750,000 $1,500,000 Mr
• $375,000 — rget Maximum Mr. Hayek $725,000 $375,000 $750,000 $1,500,000 Mr. Souza $
• $750,000 — mum Mr. Hayek $725,000 $375,000 $750,000 $1,500,000 Mr. Souza $300,000 $
• $1,500,000 M — ayek $725,000 $375,000 $750,000 $1,500,000 Mr. Souza $300,000 $125,000 $250,00
• $300,000 — 0 $750,000 $1,500,000 Mr. Souza $300,000 $125,000 $250,000 $500,000 The
• $125,000 — 0 $1,500,000 Mr. Souza $300,000 $125,000 $250,000 $500,000 The last three
• $250,000 — 000 Mr. Souza $300,000 $125,000 $250,000 $500,000 The last three columns sho
• $500,000 — ouza $300,000 $125,000 $250,000 $500,000 The last three columns show the annua
• $326,000 — 3,400 shares Cash Performance Award $326,000 $652,000 $1,304,000 Mr. Souza T
• $652,000 — s Cash Performance Award $326,000 $652,000 $1,304,000 Mr. Souza Threshold
• $1,304,000 M — rformance Award $326,000 $652,000 $1,304,000 Mr. Souza Threshold Target Maximum
• $37,500 — 1,600 shares Cash Performance Award $37,500 $75,000 $150,000 Potential payout
• $75,000 — es Cash Performance Award $37,500 $75,000 $150,000 Potential payouts in respe
• $150,000 — Performance Award $37,500 $75,000 $150,000 Potential payouts in respect of the l

Filing Documents

• wor-20241105.htm (8-K/A) — 74KB
• 0000950170-24-122914.txt ( ) — 189KB
• wor-20241105.xsd (EX-101.SCH) — 24KB
• wor-20241105_htm.xml (XML) — 5KB

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits : The following exhibits are included with this Form 8K: Exhibit No. Description 10.1 Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto), incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 1, 2019. * 10.2 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2025 for Named Executive Officers, incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K filed with the SEC on July 30, 2024. * 10.3 Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 30, 2024 .* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Indicates management contract or compensatory plan or arrangement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WORTHINGTON ENTERPRISES, INC. Date: November 7, 2024 By: /s/Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

View Full Filing

View this 8-K/A filing on SEC EDGAR