Worthington Steel (WS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 23, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing four Class III directors, approving executive compensation on an advisory basis, and ratifying KPMG LLP as the independent auditor for fiscal 2027.

• The company emphasizes a strong corporate culture, ethical standards, and robust governance, with 8 out of 11 directors being independent.

• Fiscal 2026 saw 11% net sales growth to $3.4 billion, completion of a major acquisition, and increased shareholder returns.

Voting matters and shareholder proposals

• Board recommends voting FOR all proposals: director elections, executive compensation, and auditor ratification.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of 11 members, with staggered terms and a majority of independent directors.

• Committees include Audit, Compensation, Nominating and Governance, and Executive, each chaired by an independent director.

• Lead Independent Director role established to enhance oversight and communication.

• Directors are encouraged to attend annual meetings; all attended in 2025.