Worthington Enterprises DEF 14A: Executive Compensation Details

Ticker: WOR · Form: DEF 14A · Filed: Aug 14, 2024 · CIK: 108516

Worthington Enterprises, Inc. DEF 14A Filing Summary
FieldDetail
CompanyWorthington Enterprises, Inc. (WOR)
Form TypeDEF 14A
Filed DateAug 14, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$150 million, $250 million, $98.0 m, $200 million, $500 million
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, annual-meeting, proxy-statement, equity-awards

TL;DR

Worthington Enterprises DEF 14A out: exec comp & equity awards for Rose, McConnell detailed for FY21-23.

AI Summary

Worthington Enterprises, Inc. filed a DEF 14A on August 14, 2024, detailing executive compensation and annual meeting information. The filing includes details on equity awards and adjustments for key personnel such as B. Andrew Rose and John P. McConnell for fiscal years ending May 31, 2021, 2022, and 2023. Specific adjustments to equity awards are noted for various members and roles within the company.

Why It Matters

This filing provides transparency into how Worthington Enterprises compensates its top executives, which can influence investor decisions and perceptions of corporate governance.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and annual meeting information, not indicating new financial risks.

Key Numbers

  • 0531 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
  • 2021-06-01 — Start Date for Equity Awards (Marks the beginning of a period for which equity awards are detailed.)
  • 2023-05-31 — End Date for Equity Awards (Marks the end of a period for which equity awards are detailed.)

Key Players & Entities

  • WORTHINGTON ENTERPRISES, INC. (company) — Filer
  • B. Andrew Rose (person) — Executive
  • John P. McConnell (person) — Executive
  • 200 W. OLD WILSON BRIDGE ROAD (address) — Business Address
  • COLUMBUS, OH 43085 (address) — Business Address

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing is used to solicit proxies from shareholders for an annual or special meeting of security holders, providing detailed information about matters to be voted on, including executive compensation.

Who are the key individuals mentioned in relation to equity awards?

Key individuals mentioned in relation to equity awards and adjustments include B. Andrew Rose and John P. McConnell.

What fiscal years are covered by the equity award adjustments in this filing?

The filing details equity award adjustments for fiscal years ending May 31, 2021, May 31, 2022, and May 31, 2023.

What is Worthington Enterprises, Inc.'s Standard Industrial Classification (SIC) code?

Worthington Enterprises, Inc.'s SIC code is 3310, categorized under STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS.

Where is Worthington Enterprises, Inc. headquartered?

Worthington Enterprises, Inc. is headquartered at 200 W. Old Wilson Bridge Road, Columbus, OH 43085.

Filing Stats: 4,438 words · 18 min read · ~15 pages · Grade level 15.2 · Accepted 2024-08-14 15:32:28

Key Financial Figures

  • $150 million — h the Separation to pay off in full the $150 million principal senior unsecured notes that w
  • $250 million — es due in 2024, to redeem approximately $250 million of long-term senior secured notes due i
  • $98.0 m — e purchase of Ragasco for approximately $98.0 million, subject to closing adjustments a
  • $200 million — o in a sound position. We have in place $200 million of long-term senior secured notes due i
  • $500 million — secured notes due in 2032, as well as a $500 million revolving credit facility maturing in S
  • $0.23 — cal years prior to the Separation, from $0.23 during fiscal 2019 to $0.32 for the fir
  • $0.32 — ation, from $0.23 during fiscal 2019 to $0.32 for the first and second quarters of fi
  • $0.16 — Separation, we paid a cash dividend of $0.16 for the third quarter of fiscal 2024 an
  • $0.17 — or the third quarter of fiscal 2024 and $0.17 for the fourth quarter. 4 Worthington

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 11 Proposal 2: Advisory Vote to Approve the Compensation of the NEOs 81 Corporate Governance 14 Proposal 3: Approval of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan 83 Transactions With Certain Related Persons 24 Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm 90 Proposal 1: Election of Directors 28 Audit Committee Matters 91

Executive Compensation

Executive Compensation 34 Miscellaneous Items 94 Compensation Discussion and Analysis 34 Householding of Annual Meeting Materials 94 Compensation Committee Report 52 Shareholder Proposals for 2025 Annual Meeting 94 Fiscal 2024 Summary Compensation Table 53 Future Electronic Access to Proxy Materials and Annual Report 95 Grants of Plan-Based Awards 55 Annual Report on Form 10-K 95 Outstanding Equity Awards at Fiscal 2024 Year-End 58 References 95 Option Exercises and Stock Vested 61 Other Business 95 Non-Qualified Deferred Compensation 62 Appendix I – Companies in Comparator Group I- 1 Potential Payments Upon Termination or Change in Control 64 Appendix II - Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan II- 1 CEO Pay Ratio 67 Pay Versus Performance 68 NEO Compensation for Fiscal 2025 74 Proxy Statement Summary This summary highlights information about Worthington Enterprises, Inc., an Ohio corporation (formerly known as Worthington Industries, Inc.), and, where appropriate, its subsidiaries ("we", our", "us" or the "Company") and certain information contained elsewhere in this 2024 Proxy Statement (this "Proxy Statement") for our annual meeting of shareholders to be held on Tuesday, September 24, 2024, beginning at 3:00 p.m., Eastern Daylight Time (the "Annual Meeting"). This summary does not contain all of the information that you should consider in voting the common shares, no par value, of the Company (the "common shares") that you hold, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding our performance for the fiscal year ended May 31, 2024 ("fiscal 2024"), please review our Annual Report on Form 10-K for fiscal 2024 (the "2024 Form 10-K") filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") on July 30, 2024. All references in this Proxy Statement to a fiscal year are to ou

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