Worthington Enterprises (WOR) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 24, 2024, with shareholders able to vote and submit questions online.

• Key business includes electing four directors, advisory approval of executive compensation, approval of a new long-term incentive plan, and ratification of the external auditor.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• Only common shares are outstanding and entitled to vote; each share has one vote per matter.

Voting matters and shareholder proposals

• Four directors are nominated for three-year terms expiring in 2027.

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

• Approval of the 2024 Long-Term Incentive Plan is recommended.

• Ratification of KPMG LLP as independent auditor for fiscal 2025 is recommended.

• Shareholder proposals for the 2025 meeting must be submitted by April 16, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of 11 directors, with a majority being independent.

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

• Lead Independent Director role is established to enhance board oversight.

• Directors are evaluated for independence and diversity of skills and backgrounds.

• Shareholders can recommend or nominate directors following set procedures.