Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2020

WORTHINGTON INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Ohio		1-8399		31-1189815
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

200 Old Wilson Bridge Road, Columbus, Ohio 43085

(Address of Principal Executive Offices) (Zip Code)

(614) 438-3210
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	WOR	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by Worthington Industries, Inc. (the “Company”), effective as of September 1, 2020, John P. McConnell stepped down as the Chief Executive Officer of the Company (“CEO”) and became the Company’s Executive Chairman. Effective as of that same date, B. Andrew Rose, the Company’s President, assumed the additional role of CEO.

Further information about these changes is contained in Item 5.02 of the Company’s Current Report on Form 8-K dated June 24, 2020, and filed on June 25, 2020, which information is incorporated herein by this reference.

Item 8.01. Other Events.

During August 2020, WI Ventures, LLC, a wholly-owned subsidiary of Worthington Industries, Inc. (“WI Ventures”), sold an aggregate of 6,500,000 shares of Nikola Corporation common stock and received aggregate pre-tax proceeds of $249,983,239 in cash from the sale transactions. WI Ventures also donated 500,000 shares of Nikola Corporation common stock to the Worthington Industries Foundation. After these transactions, WI Ventures continues to own 7,048,020 shares of Nikola Corporation common stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORTHINGTON INDUSTRIES, INC.

Date: September 1, 2020	By:	/s/Dale T. Brinkman
		Dale T. Brinkman, Senior Vice President- Administration, General Counsel & Secretary