Not independent
Tenure on this board
2.8 yrs
Also a director at
Worthington Enterprises Inc (WOR)
4 nominees · 3 ballot items.
Shareholders will elect four Class III directors, vote on an advisory resolution approving named executive officer compensation, and ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect John B. Blystone, John H. McConnell II, Nancy G. Mistretta, and Sidney A. Ribeau as Class III directors, each for a three-year term expiring at the 2029 annual meeting.
Approve, on an advisory and non-binding basis, the compensation of the named executive officers as disclosed in the 2026 proxy statement.
Proposal 2 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to Worthington Steel’s named executive officers as disclosed under Item 402 of Regulation S-K. The resolution covers the Compensation Discussion and Analysis, the Fiscal 2026 Summary Compensation Table, and the related compensation tables, notes, and narratives. Management is seeking approval to obtain shareholder feedback on the overall executive compensation program rather than authorization for a specific payment or plan amendment. The Company describes the program as performance-oriented, highly leveraged, and intended to align executive interests with shareholders through cash incentives and equity awards. Fiscal 2026 compensation included salaries, annual bonuses tied to EVA and Adjusted EPS, three-year performance awards and performance shares, and time-based restricted stock. The Company also highlights stock ownership requirements, anti-hedging provisions, clawback policies, capped incentive payouts, and double-trigger treatment for certain change-in-control equity awards. The prior year’s say-on-pay resolution received more than 96% support, which the Compensation Committee considered in setting policies and making compensation decisions. The vote is advisory and will not bind the Company, the Board, or the Compensation Committee, although the Committee says it will evaluate any significant opposition. The Board and Compensation Committee unanimously recommend voting FOR because they believe the program supports pay-for-performance objectives, shareholder alignment, talent retention, and achievement of the Company’s strategic and financial goals.
Ratify the Audit Committee’s appointment of KPMG LLP 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. | 7.08% | 3,606,486 | $121M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.78% | 2,435,718 | $82M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.48% | 2,280,211 | $77M |
| 4 | STATE STREET CORP | 4.08% | 2,078,892 | $70M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.24% | 1,650,805 | $55M |
| 6 | T. Rowe Price Investment Management, Inc. | 2.39% | 1,218,254 | $41M |
| 7 | BlackRock, Inc. | 2.06% | 1,048,992 | $35M |
| 8 | ALLIANCEBERNSTEIN L.P. | 1.85% | 943,738 | $29M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.51% | 767,792 | $26M |
| 10 | Fisher Asset Management, LLC | 1.26% | 640,136 | $21M |
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