Worthington Enterprises (WOR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 23, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on four key proposals: election of four directors, advisory approval of executive compensation, approval of a new equity plan for non-employee directors, and ratification of KPMG as auditor.

• The company reported solid financial results for fiscal 2025, including growth in adjusted EPS and EBITDA, successful integration of an acquisition, and continued share repurchases and dividends.

• Leadership transitions included the appointment of a new CEO and CFO.

Voting matters and shareholder proposals

• Four directors are nominated for three-year terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Shareholders are asked to approve the 2025 Equity Plan for Non-Employee Directors.

• Ratification of KPMG as independent auditor for fiscal 2026 is recommended.

Board of directors and corporate governance

• The board consists of 12 directors, with a majority being independent.

• Board committees (Audit, Compensation, Nominating and Governance, Executive) are chaired and comprised solely of independent directors.

• Lead Independent Director role is established to enhance governance and board effectiveness.

• The board regularly reviews governance guidelines and committee charters.