Worthington Steel (WS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 24, 2025, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing three Class II directors, an advisory say-on-pay resolution, and ratification of KPMG as auditor.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with paper copies available upon request.

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

Voting matters and shareholder proposals

• Three Class II directors are nominated for three-year terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay) is held annually.

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

• Shareholder proposals for the 2026 meeting must be submitted between May 27 and June 26, 2026.

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 by independent directors.

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

• Corporate Governance Guidelines and Code of Conduct are in place and reviewed regularly.

• Directors are encouraged to attend annual meetings; all attended in 2024.