Additional Proxy Soliciting Materials (definitive) (defa14a)
August 15 2017 - 6:08AM
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
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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Aggregate number of securities to which transaction applies:
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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 27, 2017.
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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
1, 2017
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Date:
September 27, 2017
Time:
3:00 P.M., EDT
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Location:
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Meeting
live via the Internet - please visit www.virtualshareholdermeeting.com/WOR17.
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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/WOR17
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 or by mail. 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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E31985-P96576
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 2017 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, including a proxy card, 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
13, 2017 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/WOR17.
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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E31986-P96576
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The
Board of Directors recommends you vote
FOR
each of the listed nominees for election as a director, for conducting future
advisory votes on executive compensation
EVERY 1 YEAR
under Proposal 2 and
FOR
Proposals 3 and 4.
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1.
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Election
of four directors, each to serve for a term of three years to expire at the 2020 Annual Meeting of Shareholders:
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Nominees:
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01)
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Michael J. Endres
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02)
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Ozey K. Horton, Jr.
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03)
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Peter Karmanos, Jr.
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04)
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Carl A. Nelson, Jr.
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2.
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Advisory
vote on the frequency of future advisory votes on executive compensation.
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3.
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Approval
of the advisory resolution on executive compensation.
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4.
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Ratification of the selection
of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2018.
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E31987-P96576
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