Worthington Steel (WS) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 25, 2024, with shareholders able to vote and submit questions online.

• Only common shares are outstanding and entitled to vote; no cumulative voting rights are available.

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

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms, approve executive compensation on an advisory basis, select the frequency of future say-on-pay votes, and ratify KPMG LLP as the independent auditor for fiscal 2025.

• The Board recommends voting FOR all director nominees, FOR the executive compensation resolution, FOR annual say-on-pay votes, and FOR auditor ratification.

• Shareholders may submit proposals for the 2025 Annual Meeting by following specific notice and timing requirements.

Board of directors and corporate governance

• The Board consists of 10 directors, with a majority being independent; key committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• The Board is led by an Executive Chairman, with a separate CEO and a Lead Independent Director.

• The Board regularly reviews governance guidelines and committee charters, and holds executive sessions without management.

• Shareholders can communicate directly with the Board or individual directors.