Worthington Steel Files 8-K on Operations and Shareholder Matters

Ticker: WS · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1968487

Worthington Steel, Inc. 8-K Filing Summary
FieldDetail
CompanyWorthington Steel, Inc. (WS)
Form Type8-K
Filed DateSep 30, 2024
Risk Levellow
Pages4
Reading Time5 min
Key Dollar Amounts$0.16
Sentimentneutral

Sentiment: neutral

Topics: operations, financial-condition, shareholder-matters

TL;DR

Worthington Steel dropped an 8-K detailing financial results and shareholder votes.

AI Summary

Worthington Steel, Inc. filed an 8-K on September 30, 2024, reporting on events as of September 25, 2024. The filing includes information on results of operations, financial condition, matters submitted to a vote of security holders, Regulation FD disclosures, and other events. It also contains financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Worthington Steel's financial performance and corporate governance, which are important for investors to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: low — This is a routine 8-K filing providing operational and financial updates, not indicating any immediate significant risks.

Key Players & Entities

  • Worthington Steel, Inc. (company) — Registrant
  • 0000950170-24-110401 (filing_id) — Accession Number
  • September 25, 2024 (date) — Date of earliest event reported
  • September 30, 2024 (date) — Date of Report
  • Ohio (state) — State of Incorporation
  • 614-840-3462 (phone_number) — Registrant's Telephone Number

FAQ

What specific financial results are detailed in this 8-K filing?

The filing indicates 'Results of Operations and Financial Condition' are reported, but the specific financial figures are not detailed in the provided text.

What matters were submitted to a vote of security holders?

The filing states 'Submission of Matters to a Vote of Security Holders' is an item covered, but the specific matters are not listed in the provided text.

What is the primary purpose of this 8-K filing for Worthington Steel?

The primary purpose is to report on significant events including results of operations, financial condition, shareholder votes, and other material events as of September 25, 2024.

When was Worthington Steel incorporated, and in which state?

Worthington Steel, Inc. was incorporated in Ohio.

What is the principal executive office address for Worthington Steel?

The principal executive offices are located at 100 W. Old Wilson Bridge Road, Columbus, Ohio, 43085.

Filing Stats: 1,286 words · 5 min read · ~4 pages · Grade level 10.9 · Accepted 2024-09-30 16:53:17

Key Financial Figures

  • $0.16 — s declared a quarterly cash dividend of $0.16 per common share. The dividend was decl

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On September 25, 2024, Worthington Steel, Inc. ("we," "us," "our," "Company" and "registrant") issued a news release (the "Financial News Release") reporting results for the three months ended August 31, 2024 (the first quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. We conducted a conference call on September 26, 2024, to discuss our unaudited financial results for the first quarter of fiscal 2025 and addressed certain matters related to our outlook for the second quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures. The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered "filed" under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On September 25, 2024, the registrant held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). At the close of business on July 30, 2024, the record date for the Annual Meeting, there were a total of 50,391,154 common shares of the registrant outstanding and entitled to vote. At the Annual Meeting, the holders of 43,523,773 (in excess of 86%) of the registrant's common shares were represented by proxy, constituting a quorum. The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows: Proposal 1 — Election of Directors Votes For Votes Against Abstentions Broker Non-Votes Geoffrey G. Gilmore 39,352,120 427,998 32,837 3,710,818 Carl A. Nelson, Jr. 38,643,211 1,055,340 114,404 3,710,818 George P. Stoe 39,558,438 230,083 24,434 3,710,818 At the Annual Meeting, the shareholders of the registrant elected each of Mr. Gilmore, Mr. Nelson and Mr. Stoe as a director of the registrant for a three-year term, expiring at the Annual Meeting of Shareholders occurring in 2027. Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs Votes For Votes Against Abstentions Broker Non-Votes 39,109,653 635,748 67,554 3,710,818 At the Annual Meeting, the shareholders of the registrant approved the advisory resolution to approve the compensation of the registrant's named executive officers, as described in the registrant's proxy statement for the Annual Meeting. Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation 1 Year 2 Years 3 Years Abstain Broker Non-Votes 37,300,759 45,255 2,424,811 42,130 3,710,818 At the Annual Meeting, the shareholders of the registrant selected the option of every one year to hold the advisory vote on the compensation of our named executive officers, as described in the registrant's proxy statement f

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2024, we posted an investor presentation to the investor relations section of our website, under the events and presentation tab. A copy of the investor presentation is attached as Exhibit 99.4 to this Current Report on Form 8-K. The information in this Item 7.01 to this Current Report on Form 8-K , including Exhibit 99.4 is furnished herewith, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. On September 25, 2024, we issued a news release (the "Dividend Release") reporting that our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on September 25, 2024, and is payable on December 27, 2024, to our shareholders of record at the close of business on December 13, 2024. A copy of the Dividend Release is filed herewith as Exhibit 99.3.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 News Release of Worthington Steel, Inc. issued on September 25, 2024 (Financial News Release) 99.2 Transcript of Worthington Steel, Inc. Earnings Conference Call for First Quarter of Fiscal 2025 held on September 26, 2024 99.3 News Release of Worthington Steel, Inc. issued on September 25, 2024 (Dividend Release) 99.4 Investor Presentation, dated September 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 STEEL, INC. Date: September 30, 2024 By: /s/ Joseph Y. Heuer Joseph Y. Heuer Vice President - General Counsel and Secretary

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