Worthington Enterprises Inc

1. 1

   Election of Three Directors

   ManagementBoard: FOR

   Elect Charles M. Chiappone, W. Bradley Southern, and Brantley J. Standridge to three-year terms expiring at the 2029 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation of the NEOs

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve, on an advisory basis, the compensation paid to Worthington Enterprises’ named executive officers for fiscal 2026. The resolution encompasses the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narratives disclosed under Item 402 of Regulation S-K. The vote is non-binding, so it does not legally require the Company, the Board, or the Compensation Committee to change compensation practices. Management is seeking approval to obtain shareholder feedback and demonstrate continued support for its executive compensation framework. The Company describes that framework as strongly pay-for-performance, with substantial compensation delivered through annual bonuses, performance shares, performance awards, and restricted stock. Fiscal 2026 incentive payouts were linked to corporate and segment measures including adjusted EBITDA, return on assets, and longer-term performance outcomes. Management also emphasizes alignment mechanisms such as stock ownership requirements, an anti-hedging policy, clawback provisions, and limited perquisites. The Company reports that more than 89% of shares represented at the 2025 annual meeting supported the prior say-on-pay proposal, and the Compensation Committee made no material changes in response to that vote. The Board and Compensation Committee unanimously recommend voting FOR because they believe the program appropriately aligns executive interests with shareholder interests, rewards performance, and supports retention and long-term value creation.

3. 3

   Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee's selection of KPMG LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2027.

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When is the Worthington Enterprises Inc 2026 annual meeting?

Worthington Enterprises Inc (WOR) holds its 2026 annual shareholder meeting on Tuesday, September 22, 2026.

What is the record date for the Worthington Enterprises Inc 2026 meeting?

The record date for the Worthington Enterprises Inc 2026 meeting is Wednesday, July 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Worthington Enterprises Inc's 2026 meeting?

The board is presenting 3 director nominees at the Worthington Enterprises Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Worthington Enterprises Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Worthington Enterprises Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.