Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

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WORTHINGTON INDUSTRIES, INC.

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Worthington Industries, Inc.

Supplemental Proxy Materials

August 21, 2020

Due to a clerical error, the Fiscal 2020 Summary Compensation Table included in the Proxy Statement for the 2020 Annual Meeting of Shareholders of Worthington Industries, Inc. (the “Company”), dated August 12, 2020 and filed with the Securities and Exchange Commission on that same date (the “2020 Proxy Statement”) incorrectly disclosed the “Total” compensation for each of John P. McConnell and Geoffrey G. Gilmore for fiscal 2019 and fiscal 2018, and for Virgil L. Winland for fiscal 2019. Although the amounts of various components of compensation are correctly disclosed, they are not appropriately added together for purposes of the disclosure in the “Total” column. Accordingly, “Total” compensation for Mr. McConnell, Mr. Gilmore and Mr. Winland for the fiscal years noted above should have been shown as follows:

(a)

For Mr. McConnell, Chairman of the Board and Chief Executive Officer, “Total” compensation for fiscal 2019 should have been shown as $3,738,833, instead of $3,254,633, and for fiscal 2018 should have been shown as $4,428,242, instead of $3,493,242.

(b)

For Mr. Gilmore, Executive Vice President and Chief Operating Officer, “Total” compensation for fiscal 2019 should have been shown as $5,395,082, instead of $5,233,382, and for fiscal 2018 should have been shown as $3,004,962, instead of $2,855,361.

(c)

For Mr. Winland, Senior Vice President, Manufacturing, “Total” compensation for fiscal 2019 should have been shown as $1,256,709, instead of $1,145,389.

The “Total” compensation amounts had been correctly discussed in the Company’s 2019 Proxy Statement and the Company’s 2018 Proxy Statement, as relevant.

The amounts initially disclosed for Mr. McConnell, Mr. Gilmore and Mr. Winland in the 2020 Proxy Statement for fiscal 2020 are correct.

The following table shows the corrected information for Mr. McConnell, Mr. Gilmore and Mr. Winland in the Fiscal 2020 Summary Compensation Table, amending the tabular portion of the Fiscal 2020 Summary Compensation Table included in the 2020 Proxy Statement. The footnotes to the Fiscal 2020 Summary Compensation Table are accurate and not amended hereby.

Fiscal 2020 Summary Compensation Table

															Non-Equity Incentive Plan Compensation
														Short-Term / Long-Term
Name and Principal Positions During Fiscal 2020	Fiscal Year		Salary ($) (1)			Discretionary Bonuses ($) (1)		Stock Awards ($) (2)			Option Awards ($) (3)				Annual Incentive Bonus Award ($) (1)			3-year Cash Performance Award ($) (4)				All Other Compensation ($) (5)			Total ($)
John P. McConnell,		2020			698,715		0			1,459,125			276,480				727,890							58,142		3,220,352
Chairman of the Board		2019			667,780		0			1,373,120			276,100				877,722			484,000				60,111		3,738,833
and Chief Executive Officer		2018			661,008		0			1,471,080			329,780				970,766			935,000				60,608		4,428,242
Joseph B. Hayek,		2020			322,269		0			2,847,190			69,632				298,206			18,364				54,377		3,610,038
Vice President and		2019			298,727		0			329,838			67,224				291,288			55,909	(6)			38,822		1,081,878
Chief Financial Officer (7)		2018		N/A			0		N/A			N/A				N/A			N/A				N/A			0
B. Andrew Rose,		2020			562,692		0			758,745			143,360				580,920							88,716		2,134,433
President and Former		2019			527,103		0			4,799,515			144,325				657,547			290,400				80,533		6,499,423
Chief Financial Officer (8)		2018			502,212		0			757,035			172,385				632,236			561,000				73,608		2,698,476
Geoffrey G. Gilmore,		2020			552,462		0			552,522			102,400				511,210			71,294				68,179		1,858,067
Executive Vice President		2019			520,837		0			4,022,219			80,320				557,266			161,700	(6)			52,740		5,395,082
and Chief Operating Officer (9)		2018			500,215		0			1,693,596			95,936				525,672			149,600				39,942		3,004,961
Virgil L. Winland,		2020			396,133		0			241,242			44,032				369,778							46,240		1,097,425
Senior Vice President,		2019			378,595		0			236,005			37,650				445,896			111,320				47,243		1,256,709
Manufacturing		2018			374,755		0			252,186			44,970				493,164			215,050				37,166		1,417,291