Additional Proxy Soliciting Materials (definitive) (defa14a)
August 16 2016 - 3:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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WORTHINGTON
INDUSTRIES, INC.
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(Name of Registrant as Specified
in its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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***
Exercise Your
Right
to Vote ***
Important Notice
Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 29, 2016.
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Meeting
Information
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WORTHINGTON INDUSTRIES,
INC.
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Meeting
Type:
For
holders as of:
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Annual
Meeting
August
2, 2016
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Date:
September 29, 2016
Time:
2:00 P.M., EDT
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Location:
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Meeting
live via the Internet - please visit www.virtualshareholdermeeting.com/WOR16.
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The
Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit
www.virtualshareholdermeeting.com/WOR16 and be sure to have the information that is printed in the box marked by the arrow
(located on the following page).
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WORTHINGTON
INDUSTRIES, INC.
ATTN: SHAREOWNER SERVICES
P.O. BOX 218
PORTLAND, OR 97228-2168
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You
are receiving this communication because you hold common shares in the company named above.
This
is not a ballot. You cannot use this notice to vote these common shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online
at www.proxyvote.com or easily request a paper copy (see reverse side).
We
encourage you to access and review all of the important information contained in the proxy materials before voting.
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See
the reverse side of this notice to obtain proxy materials and voting instructions.
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E12994-P81817
How
to Access the Proxy Materials
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Proxy Materials Available
to VIEW or RECEIVE:
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Notice of Annual Meeting of Shareholders
Proxy Statement
Company’s 2016 Annual Report to Shareholders
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How
to View Online:
Have the information that
is printed in the box marked by the arrow
(located
on the following page) and visit:
www.proxyvote.com.
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How
to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper
or e-mail copy of these proxy materials, you MUST request one. There is NO charge for requesting a copy. Please choose one of
the following methods to make your request:
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1)
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BY INTERNET
:
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www.proxyvote.com
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2)
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BY TELEPHONE
:
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1-800-579-1639
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3)
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BY E-MAIL*
:
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sendmaterial@proxyvote.com
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* If
requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by
the arrow
(located on the
following page) in the subject line.
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Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before September 15, 2016 to facilitate timely delivery.
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Please
Choose One of the Following Voting Methods
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Vote By Internet:
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Before The Date of the Meeting:
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Go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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During
The Meeting:
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Go to
www.virtualshareholdermeeting.com/WOR16.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote
By Mail:
You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.
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E12995-P81817
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Voting
Items
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The
Board of Directors recommends a vote
FOR
each of the listed nominees for election as a director and
FOR
Proposals
2, 3 and 4.
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1.
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Election
of three directors each to serve for a term of three years to expire at the 2019 Annual
Meeting of Shareholders:
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Nominees:
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01)
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Kerrii B. Anderson
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02)
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John P. McConnell
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03)
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Mary Schiavo
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2.
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Approval of advisory resolution
on executive compensation.
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3.
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Approval
of the Second Amendment to the Worthington Industries, Inc. Amended and Restated 2006
Equity Incentive Plan for Non-Employee Directors.
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4.
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Ratification
of selection of KPMG LLP as the independent registered public accounting firm of the
Company for the fiscal year ending May 31, 2017.
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NOTE:
In their discretion, the proxies are authorized to vote on such other business as may properly come before the Annual Meeting.
E12996-P81817
***
Exercise Your
Right
to Vote ***
Important Notice
Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 29, 2016.
|
|
|
|
|
|
|
|
|
Meeting
Information
|
|
WORTHINGTON INDUSTRIES,
INC.
|
|
Meeting
Type:
For
holders as of:
|
Annual
Meeting
August
2, 2016
|
|
|
|
Date:
September 29, 2016
Time:
2:00 P.M., EDT
|
|
|
|
Location:
|
Meeting
live via the Internet - please visit www.virtualshareholdermeeting.com/WOR16.
|
|
|
|
The
company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/WOR16 and be sure to have the
information that is printed in the box marked by the arrow
(located on the following page).
|
|
|
|
You
are receiving this communication because you hold shares in the company named above.
This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online
at www.proxyvote.com or easily request a paper copy (see reverse side).
We
encourage you to access and review all of the important information contained in the proxy materials before voting.
|
|
|
|
|
|
|
|
See
the reverse side of this notice to obtain proxy materials and voting instructions.
|
E12998-P81798
How
to Access the Proxy Materials
|
|
|
|
|
|
|
|
|
|
|
|
Proxy Materials Available
to VIEW or RECEIVE:
|
|
|
|
Notice of Annual Meeting of Shareholders
Proxy Statement
Company’s 2016 Annual Report to Shareholders
|
|
|
|
How
to View Online:
Have the information that
is printed in the box marked by the arrow
(located
on the following page) and visit:
www.proxyvote.com.
|
|
|
|
|
|
|
|
How
to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper
or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of
the following methods to make your request:
|
|
|
|
|
1)
|
BY INTERNET
:
|
www.proxyvote.com
|
|
|
|
|
2)
|
BY TELEPHONE
:
|
1-800-579-1639
|
|
|
|
|
3)
|
BY E-MAIL*
:
|
sendmaterial@proxyvote.com
|
|
|
|
|
|
|
|
* If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located
on the following page) in the subject line.
|
|
|
|
|
|
|
|
Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before September 15, 2016 to facilitate timely delivery.
|
|
Please
Choose One of the Following Voting Methods
|
|
|
|
|
|
Vote By Internet:
|
|
|
|
Before The Meeting:
|
|
|
|
Go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
|
|
|
|
During
The Meeting:
|
|
|
|
Go to
www.virtualshareholdermeeting.com/WOR16.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
|
|
|
|
Vote
By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
|
|
E12999-P81798
|
|
|
|
|
|
|
Voting
Items
|
|
|
|
|
|
|
|
The
Board of Directors recommends you vote FOR the following:
|
|
|
|
|
|
|
1.
|
Election
of three directors each to serve for a term of three years to expire at the 2019 Annual
Meeting of Shareholders:
|
|
|
|
|
|
|
|
Nominees:
|
|
|
|
|
|
|
|
01)
|
Kerrii B. Anderson
|
|
|
|
02)
|
John P. McConnell
|
|
|
|
03)
|
Mary Schiavo
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following proposals:
|
|
|
|
|
|
|
2.
|
Approval of advisory resolution
on executive compensation.
|
|
|
|
|
3.
|
Approval
of the Second Amendment to the Worthington Industries, Inc. Amended and Restated 2006
Equity Incentive Plan for Non-Employee Directors.
|
|
|
|
|
4.
|
Ratification
of selection of KPMG LLP as the independent registered public accounting firm of the
Company for the fiscal year ending May 31, 2017.
|
NOTE:
In their discretion, the proxies are authorized to vote on such other business as may properly come before the Annual Meeting.
E13000-P81798
E13001-P81798
Worthington Enterprises (NYSE:WOR)
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