Worthington Enterprises Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three directors, each to serve for a term of three years to expire at the 2029 annual meeting.

2. 2

   Advisory Vote to Approve the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy materials (the “say-on-pay” vote). Management is seeking shareholder approval to validate its pay practices, which emphasize a pay-for-performance philosophy with a significant portion of executive compensation at risk through annual bonuses, multi-year performance awards and restricted stock. The Compensation Committee uses comparator data and an independent consultant to set total compensation positioning, typically with base salaries below median and opportunity for above-median incentive payouts tied to corporate and segment ROA and Adjusted EBITDA metrics. The board emphasizes retention and alignment with shareholder value through restricted stock, performance shares/performance awards, and special PSAs tied to share-price or TSR-like measures. The Proxy Statement highlights recent strong shareholder support for pay (over 89% in 2025) and explains that compensation increases in fiscal 2026 were driven by solid company performance, reinforcing the committee’s view that compensation outcomes were appropriate. Management recommends FOR the proposal because the committee believes the structure supports long-term value creation while limiting incentives for excessive short-term risk. A vote FOR signals shareholder support for the program; a vote AGAINST would be advisory only but would prompt the Compensation Committee to evaluate shareholder concerns and consider changes. In evaluating the proposal, sophisticated analysts should weigh the alignment of performance metrics with strategic objectives, the degree of pay at-risk versus fixed pay, recent pay-for-performance outcomes, and the company’s governance practices (independent committee, consultant engagement, clawback policy, stock ownership guidelines).

3. 3

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for 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.