Worthington Enterprises, Inc DEFA14A, filed Aug 21, 2020
Worthington Enterprises, Inc. (WOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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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 |
WORTHINGTON INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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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:
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(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. |
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(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. |
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(c) |
For Mr. Winland, Senior Vice President, Manufacturing, “Total” compensation for fiscal 2019 should have been shown as $1,256,709, instead of $1,145,389. |
The “Total” compensation amounts had been correctly discussed in the Company’s 2019 Proxy Statement and the Company’s 2018 Proxy Statement, as relevant.
The amounts initially disclosed for Mr. McConnell, Mr. Gilmore and Mr. Winland in the 2020 Proxy Statement for fiscal 2020 are correct.
The following table shows the corrected information for Mr. McConnell, Mr. Gilmore and Mr. Winland in the Fiscal 2020 Summary Compensation Table, amending the tabular portion of the Fiscal 2020 Summary Compensation Table included in the 2020 Proxy Statement. The footnotes to the Fiscal 2020 Summary Compensation Table are accurate and not amended hereby.
Fiscal 2020 Summary Compensation Table
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Non-Equity Incentive Plan Compensation |
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Short-Term / Long-Term |
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Name and Principal Positions During Fiscal 2020 |
Fiscal Year |
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Salary ($) (1) |
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Discretionary Bonuses ($) (1) |
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Stock Awards ($) (2) |
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Option Awards ($) (3) |
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Annual Incentive Bonus Award ($) (1) |
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3-year Cash Performance Award ($) (4) |
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All Other Compensation ($) (5) |
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Total ($) |
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John P. McConnell, |
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2020 |
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698,715 |
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0 |
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1,459,125 |
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276,480 |
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727,890 |
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58,142 |
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3,220,352 |
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Chairman of the Board |
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2019 |
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667,780 |
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0 |
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1,373,120 |
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276,100 |
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877,722 |
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484,000 |
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60,111 |
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3,738,833 |
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and Chief Executive Officer |
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2018 |
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661,008 |
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0 |
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1,471,080 |
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329,780 |
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970,766 |
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935,000 |
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60,608 |
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4,428,242 |
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Joseph B. Hayek, |
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2020 |
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322,269 |
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0 |
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2,847,190 |
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69,632 |
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298,206 |
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18,364 |
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54,377 |
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3,610,038 |
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Vice President and |
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2019 |
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298,727 |
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0 |
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329,838 |
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67,224 |
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291,288 |
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55,909 |
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(6) |
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38,822 |
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1,081,878 |
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Chief Financial Officer (7) |
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2018 |
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N/A |
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0 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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0 |
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B. Andrew Rose, |
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2020 |
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562,692 |
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0 |
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758,745 |
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143,360 |
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580,920 |
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88,716 |
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2,134,433 |
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President and Former |
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2019 |
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527,103 |
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0 |
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4,799,515 |
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144,325 |
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657,547 |
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290,400 |
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80,533 |
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6,499,423 |
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Chief Financial Officer (8) |
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2018 |
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502,212 |
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0 |
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757,035 |
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172,385 |
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632,236 |
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561,000 |
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73,608 |
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2,698,476 |
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Geoffrey G. Gilmore, |
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2020 |
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552,462 |
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0 |
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552,522 |
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102,400 |
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511,210 |
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71,294 |
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68,179 |
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1,858,067 |
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Executive Vice President |
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2019 |
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520,837 |
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0 |
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4,022,219 |
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80,320 |
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557,266 |
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161,700 |
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(6) |
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52,740 |
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5,395,082 |
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and Chief Operating Officer (9) |
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2018 |
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500,215 |
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0 |
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1,693,596 |
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95,936 |
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525,672 |
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149,600 |
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39,942 |
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3,004,961 |
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Virgil L. Winland, |
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2020 |
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396,133 |
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0 |
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241,242 |
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44,032 |
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369,778 |
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46,240 |
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1,097,425 |
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Senior Vice President, |
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2019 |
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378,595 |
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0 |
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236,005 |
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37,650 |
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445,896 |
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111,320 |
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47,243 |
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1,256,709 |
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Manufacturing |
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2018 |
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374,755 |
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0 |
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252,186 |
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44,970 |
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493,164 |
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215,050 |
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37,166 |
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1,417,291 |
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