Worthington Enterprises Sets Virtual 2025 Annual Meeting Agenda

Ticker: WOR · Form: DEF 14A · Filed: Aug 13, 2025 · CIK: 108516

Worthington Enterprises, Inc. DEF 14A Filing Summary
FieldDetail
CompanyWorthington Enterprises, Inc. (WOR)
Form TypeDEF 14A
Filed DateAug 13, 2025
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$44.12, $34 million, $108.6 m, $300 million, $500 million
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Shareholder Meeting, Director Elections, Executive Compensation, Auditor Ratification, Equity Plan

Related Tickers: WOR

TL;DR

**WOR's virtual annual meeting is a routine governance check, but the new 2025 Equity Plan for Non-Employee Directors is a bullish signal for long-term alignment.**

AI Summary

WORTHINGTON ENTERPRISES, INC. (WOR) is holding its 2025 Annual Meeting of Shareholders virtually on September 23, 2025, at 3:00 p.m. EDT. Key proposals include the election of four directors for three-year terms expiring in 2028, an advisory vote to approve named executive officer compensation, and the approval of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. Shareholders will also ratify KPMG LLP as the independent registered public accounting firm for fiscal year ending May 31, 2026. The company emphasizes its commitment to shareholder returns, having paid dividends every quarter since 1968, and highlights a strong corporate governance framework with 9 out of 12 independent directors. The Board recommends a 'FOR' vote on all proposals, including the 2025 Equity Plan for Non-Employee Directors, which aims to align director incentives with shareholder interests. The company is leveraging SEC rules to furnish proxy materials via the internet, reducing costs and environmental impact.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Worthington Enterprises, impacting investors directly through director elections and executive compensation approvals. The proposed 2025 Equity Plan for Non-Employee Directors could influence long-term strategic alignment and performance, while the ratification of KPMG LLP ensures continued financial oversight. For employees and customers, stable governance and a clear compensation strategy can foster confidence in the company's future direction. In a competitive landscape, transparent governance and a focus on shareholder value, as evidenced by consistent dividends since 1968, can differentiate WOR.

Risk Assessment

Risk Level: low — The filing is a routine DEF 14A proxy statement, primarily detailing proposals for the upcoming 2025 Annual Meeting of Shareholders. There are no immediate financial or operational risks disclosed; instead, it focuses on standard corporate governance matters like director elections, executive compensation, and auditor ratification. The proposals are typical for an annual meeting and do not suggest any unusual or elevated risk to the company's operations or financial health.

Analyst Insight

Investors should review the director nominees' qualifications and the details of the 2025 Equity Plan for Non-Employee Directors to ensure alignment with their investment strategy. Voting 'FOR' the equity plan could be seen as supporting long-term value creation, while a 'FOR' vote on executive compensation signals approval of current incentive structures. Participate in the virtual meeting to ask questions.

Executive Compensation

NameTitleTotal Compensation
Michael L. R. GoldbergExecutive Vice President, Chief Legal Officer and Secretary$1,338,589
Mark J. PaskellExecutive Vice President, Chief Financial Officer and Treasurer$1,338,589
Douglas L. SmithExecutive Vice President, Chief Human Resources Officer$1,338,589
C. Stephen SchrammExecutive Vice President, Chief Operating Officer$1,338,589
W. A. "Bill" StanleyExecutive Vice President, Chief Executive Officer$3,058,589

Key Numbers

  • 9 — Number of independent directors (Out of 12 total directors, demonstrating strong board independence)
  • 12 — Total number of directors (Comprising the Board of Directors for Worthington Enterprises, Inc.)
  • 4 — Number of directors standing for re-election (Each to serve for a term of three years expiring at the 2028 annual meeting)
  • 2028 — Year director terms expire (For the four directors standing for re-election at the 2025 Annual Meeting)
  • 2025 — Fiscal year for executive compensation approval (Shareholders will vote on an advisory basis to approve NEO compensation for fiscal 2025)
  • 2026 — Fiscal year for auditor ratification (KPMG LLP is selected as the independent registered public accounting firm for fiscal year ending May 31, 2026)

Key Players & Entities

  • WORTHINGTON ENTERPRISES, INC. (company) — Registrant for DEF 14A filing
  • WOR (company) — Ticker symbol for Worthington Enterprises, Inc.
  • John B. Blystone (person) — Chairman of the Board for Worthington Enterprises, Inc.
  • KPMG LLP (company) — Independent registered public accounting firm for fiscal year ending May 31, 2026
  • Securities and Exchange Commission (regulator) — Regulatory body overseeing the filing
  • September 23, 2025 (date) — Date of the 2025 Annual Meeting of Shareholders
  • July 29, 2025 (date) — Record date for shareholders entitled to vote at the Annual Meeting
  • Michael J. Endres (person) — Lead Independent Director for Worthington Enterprises, Inc.
  • Patrick J. Kennedy (person) — Vice President - General Counsel and Secretary for Worthington Enterprises, Inc.
  • 1968 (date) — Year Worthington Enterprises, Inc. went public and began paying quarterly dividends

FAQ

When is Worthington Enterprises' 2025 Annual Meeting of Shareholders?

Worthington Enterprises' 2025 Annual Meeting of Shareholders is scheduled for Tuesday, September 23, 2025, at 3:00 p.m., Eastern Daylight Time. It will be a virtual meeting accessible via live webcast at www.virtualshareholdermeeting.com/WOR2025.

What are the key proposals for Worthington Enterprises' 2025 Annual Meeting?

The key proposals for Worthington Enterprises' 2025 Annual Meeting include the election of four directors for three-year terms, an advisory vote to approve named executive officer compensation, approval of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2026.

Who are the director nominees standing for re-election at Worthington Enterprises' 2025 Annual Meeting?

The director nominees standing for re-election at Worthington Enterprises' 2025 Annual Meeting are Kerrii B. Anderson, David P. Blom, Paul G. Heller, and Billy R. Vickers. Each is nominated to serve for a term of three years expiring at the 2028 annual meeting of shareholders.

What is the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors?

The Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors is a proposal for shareholder approval at the 2025 Annual Meeting. This plan is designed to provide equity-based compensation to non-employee directors, aligning their interests with those of shareholders.

How can Worthington Enterprises shareholders vote at the 2025 Annual Meeting?

Worthington Enterprises shareholders can vote prior to the Annual Meeting via Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by mail if a printed copy of materials was received, or by mobile device using a QR barcode. Shareholders can also vote during the virtual Annual Meeting at www.virtualshareholdermeeting.com/WOR2025.

Who is the independent registered public accounting firm for Worthington Enterprises for fiscal year 2026?

KPMG LLP has been selected as the independent registered public accounting firm for Worthington Enterprises for the fiscal year ending May 31, 2026. Shareholders will vote to ratify this selection at the 2025 Annual Meeting.

What is Worthington Enterprises' stance on corporate governance?

Worthington Enterprises is committed to high ethical standards and sound corporate governance practices, rooted in its corporate philosophy. The company highlights a strong culture, consistent shareholder returns including dividends paid every quarter since 1968, and a board with 9 out of 12 independent directors.

What is the record date for voting at Worthington Enterprises' 2025 Annual Meeting?

The record date for shareholders entitled to notice of, and to vote at, Worthington Enterprises' 2025 Annual Meeting is the close of business on July 29, 2025.

How does Worthington Enterprises manage risk at the board level?

Worthington Enterprises' Board monitors a systematic approach to identifying and assessing enterprise risks. The Audit Committee reviews overall enterprise risk management, including cybersecurity and compliance, while the Compensation Committee oversees compensation risk, and the Nominating and Governance Committee manages corporate governance risks.

Why is Worthington Enterprises holding a virtual annual meeting?

Worthington Enterprises is holding a virtual annual meeting to take advantage of SEC rules that allow furnishing proxy materials via the Internet. This approach aims to provide shareholders with necessary information while lowering delivery costs and reducing the environmental impact of the Annual Meeting.

Industry Context

Worthington Enterprises operates in a dynamic industrial sector. The company's focus on diversified industrial products and services positions it to navigate various economic cycles. Key industry trends include supply chain resilience, technological adoption in manufacturing, and evolving customer demands for sustainable solutions.

Regulatory Implications

The company is subject to standard SEC regulations for public companies, including disclosure requirements for executive compensation and corporate governance. Compliance with these regulations is crucial for maintaining investor confidence and avoiding penalties. The use of internet-based proxy material delivery is a response to SEC rules aimed at reducing costs and environmental impact.

What Investors Should Do

  1. Vote FOR the election of the four directors.
  2. Vote FOR the advisory resolution to approve Named Executive Officer (NEO) compensation.
  3. Vote FOR the approval of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors.
  4. Vote FOR the ratification of KPMG LLP as the independent registered public accounting firm.

Key Dates

  • 2025-09-23: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, the 2025 Equity Plan for Non-Employee Directors, and auditor ratification.
  • 1968-01-01: First Dividend Payment — Demonstrates a long-standing commitment to returning capital to shareholders, with continuous quarterly dividends since this period.

Glossary

NEOs
Named Executive Officers (Shareholders are asked to vote on an advisory basis to approve the compensation of these key executives.)
Adjusted EBITDA
EBITDA adjusted to exclude restructuring charges and other unusual items not indicative of core operating results. (This metric is used to assess the company's core operating performance, potentially excluding one-time or non-recurring expenses.)
ASC 718
Financial Accounting Standards Board Accounting Standards Codification Topic 718, which governs the accounting for share-based payments. (This standard is relevant for the accounting treatment of stock options and awards granted to executives and directors.)
Comparator Group
A group of peer companies used for benchmarking executive compensation and performance. (Used in the Compensation Discussion and Analysis to justify compensation levels by comparing them to similar companies.)

Year-Over-Year Comparison

This filing indicates the company is continuing its practice of furnishing proxy materials electronically, a cost-saving and environmentally conscious approach. The key proposals mirror typical annual meeting agendas, focusing on board composition, executive pay, equity plans, and auditor ratification. Specific year-over-year financial metric comparisons are not detailed within this proxy statement's narrative, but the focus on long-term dividend payments since 1968 underscores a consistent capital return strategy.

Filing Stats: 4,306 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2025-08-13 14:11:36

Key Financial Figures

  • $44.12 — at a weighted average purchase price of $44.12 per share. Delivered $34 million to o
  • $34 million — price of $44.12 per share. Delivered $34 million to our shareholders in the form of quar
  • $108.6 m — e purchase of Ragasco for approximately $108.6 million, inclusive of closing adjustments
  • $300 million — osition. We have in place approximately $300 million of long-term debt, as well as a $500 mi
  • $500 million — million of long-term debt, as well as a $500 million revolving credit facility maturing in S

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 10 Equity Compensation Plan Information 75 Corporate Governance 13 Proposal 2: Advisory Vote to Approve the Compensation of the NEOs 77 Transactions With Certain Related Persons 23 Proposal 3: Approval of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors 78 Proposal 1: Election of Directors 27 Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm 85

Executive Compensation

Executive Compensation 33 Audit Committee Matters 86 Compensation Discussion and Analysis 33 Miscellaneous Items 89 Compensation Committee Report 50 Householding of Annual Meeting Materials 89 Fiscal 2025 Summary Compensation Table 51 Shareholder Proposals for 2026 Annual Meeting 89 Grants of Plan-Based Awards 53 Future Electronic Access to Proxy Materials and Annual Report 90 Outstanding Equity Awards at Fiscal 2025 Year-End 55 Annual Report on Form 10-K 90 Option Exercises and Stock Vested 58 References 90 Non-Qualified Deferred Compensation 59 Other Business 90 Potential Payments Upon Termination or Change in Control 61 Appendix I – Companies in Comparator Group I- 1 CEO Pay Ratio 64 Appendix II - Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors II- 1 Pay Versus Performance 65 NEO Compensation for Fiscal 2026 71 Helpful Resources Where You Can Find More Information 1 Proxy Materials and Voting Before the Annual Meeting: proxyvote.com Virtual Annual Meeting: virtualshareholdermeeting.com/WOR2025 Business Website: worthingtonenterprises.com Investor Relations: ir.worthingtonenterprises.com Leadership: worthingtonenterprises.com/company/who-we-are/leadership-board-of-directors/ SEC Filings: ir.worthingtonenterprises.com/financials/sec-filings/ Governance Documents: Corporate Governance Guidelines Code of Conduct Charter of the Lead Independent Director Executive Committee Charter Audit Committee Charter Compensation Committee Charter Nominating and Governance Committee Charter Insider Trading Policy ir.worthingtonenterprises.com/governance/governance-documents/ 1 The uniform resource locators, or URLs, noted above and elsewhere in this Proxy Statement are references only and do not incorporate information from any website into this Proxy Statement. Certain Defined Terms and Abbreviations Adjusted or Ad

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