Not independent
Tenure on this board
0.8 yrs
Also a director at
Worthington Steel Inc (WS)
3 nominees · 3 ballot items.
Shareholders will elect three directors, approve an advisory resolution on named executive officer compensation, and ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect Charles M. Chiappone, W. Bradley Southern, and Brantley J. Standridge to three-year terms expiring at the 2029 annual meeting.
Approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.06% | 3,452,552 | $186M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.29% | 2,100,718 | $113M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.12% | 1,529,056 | $82M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.75% | 1,345,497 | $72M |
| 5 | STATE STREET CORP | 2.56% | 1,250,528 | $67M |
| 6 | BlackRock, Inc. | 2.31% | 1,129,209 | $61M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.46% | 716,001 | $39M |
| 8 | Capital International Investors | 1.43% | 699,001 | $38M |
| 9 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 1.30% | 638,418 | $34M |
| 10 | FORT WASHINGTON INVESTMENT ADVISORS INC /OH/ | 1.08% | 529,213 | $28M |
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