Worthington Enterprises (WOR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 22, 2026, with shareholders able to participate, vote, and submit questions online.

• Shareholders of record as of July 29, 2026, are entitled to vote on key proposals, including director elections, executive compensation, and auditor ratification.

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

• The company achieved strong financial performance in fiscal 2026, including growth in adjusted EPS, adjusted EBITDA, and operating cash flow, and completed strategic acquisitions.

• $36.9 million was returned to shareholders through dividends, and 800,000 shares were repurchased at an average price of $54.50 per share.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms, approve executive compensation on an advisory basis, and ratify KPMG as the independent auditor for fiscal 2027.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 Annual Meeting must be submitted by April 15, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board will be reduced from 14 to 11 members following the retirement of three directors at the 2026 Annual Meeting.

• 10 out of 14 current directors, and 7 out of 11 nominees, are independent under NYSE and SEC rules.

• The Board has Audit, Compensation, Nominating and Governance, and Executive Committees, all chaired by independent directors.

• The Lead Independent Director serves as liaison between management and non-employee directors and presides over executive sessions.

• The Board regularly reviews its leadership structure and committee charters to ensure effective governance.