8-K
WORTHINGTON ENTERPRISES, INC. (WOR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): January 04, 2023 |
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WORTHINGTON INDUSTRIES, INC.
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 001-08399 | 31-1189815 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 200 Old Wilson Bridge Road | ||
| Columbus, Ohio | 43085 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant's Telephone Number, Including Area Code: 614 438-3210 | ||
| --- | ||
| 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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, Without Par Value | WOR | The New York Stock Exchange |
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.
(b) On January 4, 2023, John P. McConnell, Executive Chairman of Worthington Industries, Inc. (the "Registrant"), notified the Board of Directors (the "Board") of the Registrant that he intends to step down from the Board in June 2023.
(d) In connection with the planned resignation of John P. McConnell from the Board in June 2023, on January 4, 2023, the Board, in accordance with the Registrant's Code of Regulations and upon the recommendation of its Nominating and Governance Committee, increased the number of authorized directors from 11 to 12, and appointed John H. McConnell II as a director of the Registrant to serve as a member of the class of directors whose terms will expire at the Registrant's 2024 Annual Meeting of Shareholders, filling the vacancy created by the increase in the number of authorized directors. The appointment of John H. McConnell II, who is the son of John P. McConnell, was effective January 4, 2023.
It is the Board's intention that the terms of John P. McConnell and John H. McConnell II overlap in order to provide an orderly transition. It is also the Board's intention that upon John P. McConnell's departure from the Board, the number of authorized directors will be reduced from 12 to 11.
John H. McConnell II is Vice President, Global Business Development, of the Registrant's Sustainable Energy Solutions segment, a role he has held since June 2021. He previously served as business director of the Registrant's North American High Pressure Vessels business from November 2019 to June 2021 and product manager of the Registrant's Life Support Technology products from June 2014 to November 2019. John H. McConnell II also held various roles with the Registrant from 2000 to 2012, and with the Columbus Blue Jackets from 2012 to 2014. John H. McConnell II has a bachelor's degree and Master of Business Administration from The Ohio State University and serves on the boards of the National Veterans Memorial and Museum, the Columbus Zoo and Aquarium and the Cohesion Foundation.
There is no arrangement or understanding between John H. McConnell II and any other person pursuant to which he was selected as a director of the Registrant.
John H. McConnell II has not been appointed to any committees of the Board.
The information required to be disclosed under Item 404(a) of SEC Regulation S-K is incorporated herein by reference from the disclosure included under the caption "Transactions With Certain Related Persons – Transactions with Related Persons" and the disclosure with respect to John P. McConnell included under the captions "Executive Compensation" and "Security Ownership of Certain Beneficial Owners and Management", in each case in the Registrant's definitive Proxy Statement relating to the Registrant's 2022 Annual Meeting of Shareholders, which was filed with the SEC on August 15, 2022. As a member of the McConnell family, John H. McConnell II has an indirect interest in the transactions disclosed under the above-described captions "Transactions With Certain Related Persons - Transactions with Related Persons" and "Security Ownership of Certain Beneficial Owners and Management".
John H. McConnell II will not receive any compensation in connection with his appointment and service as a director of the Registrant; however, as a non-executive employee of the Registrant, he has received and will continue to receive compensation under the Registrant's normal compensation programs. John H. McConnell II's compensation for the Registrant's fiscal year ended May 31, 2022 was, and his compensation for the Registrant's fiscal year ending May 31, 2023 is expected to be, less than $300,000 for each fiscal year. John H. McConnell II's compensation has been, and will continue to be, established by the Registrant, without the involvement of John P. McConnell, in accordance with the Registrant's compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions. The Registrant expects to enter into its standard indemnification agreement for directors with John H. McConnell II.
Item 8.01 Other Events.
On January 5, 2023, the Registrant issued a news release announcing John H. McConnell II's appointment to the Board and John P. McConnell's planned resignation from the Board, a copy of which is included with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) – (c) Not applicable.
(d) Exhibits: The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | News Release issued by Worthington Industries, Inc. on January 5, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | January 5, 2023 | By: | /s/Patrick J. Kennedy |
| Patrick J. Kennedy, Vice President - <br>General Counsel and Secretary |
EX-99.1
FOR IMMEDIATE RELEASE:
Worthington Industries Board of Directors Implements Board Transition Plan
Appoints John H. McConnell II to the Board of Directors; John P. McConnell Intends to Step Down in June
COLUMBUS, Ohio – January 5, 2023 — The board of directors of Worthington Industries, Inc. (NYSE: WOR), a leading industrial manufacturing company, today announced the appointment of John H. McConnell II, Worthington’s vice president, Global Business Development, Sustainable Energy Solutions, to Worthington’s board of directors, effective immediately, increasing the board to 12 members. John P. McConnell, executive chairman, intends to step down from the board in June 2023 in alignment with the Company’s fiscal year-end.
“I am pleased to welcome John H. to the board of directors,” said Worthington’s Executive Chairman John P. McConnell. “This is a natural opportunity for a transition given the pending separation of our Steel Processing business. I am proud of all we have accomplished since I joined Worthington nearly 50 years ago and believe now is the right time for me to pass the baton to the next generation. I look forward to remaining a meaningful, long-term shareholder of both New Worthington and Worthington Steel, and watching the continued success of both companies.”
John H. McConnell II said, “I am honored to join the board, and to continue my father and my grandfather’s nearly 70-year legacy of operating Worthington based on a people-first Philosophy, rooted in the Golden Rule, focused on driving shareholder value.” McConnell II continued, “The opportunity ahead for Worthington is bright, especially as we embark on our Worthington 2024 plan, and I am excited to be a part of it.”
Worthington President and Chief Executive Officer Andy Rose said, “John H. has been a valued member of the Worthington team for many years, including in his current role spearheading our growing Sustainable Energy Solutions business unit. He has attended board meetings for the last couple of years, and his intimate knowledge of the Company and passion for our business and Philosophy, will serve us well.”
Rose continued, “I would also like to extend my deepest gratitude to John P. for his many years of service. During his nearly 50-year tenure with the Company and more than 30 years on the board, John P. has been instrumental in making Worthington what it is today. He has mentored me throughout my 15 years with the Company and we remain committed to upholding his legacy. We wish him all the best when he moves on to his next chapter.”
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About John H. McConnell II
John H. McConnell II was named vice president, Global Business Development, Worthington Industries Sustainable Energy Solutions in June 2021. In this role, McConnell II leads the global sales and growth strategy for the Company’s Sustainable Energy Solutions business unit.
McConnell II joined Worthington Industries in 2000 and has served in several capacities across the Company, including Corporate Communications, Transformation and Commercial roles. As a transformation analyst, he helped drive continuous improvement efforts across Worthington’s Steel Processing business. McConnell left Worthington in 2012 to join the Columbus Blue Jackets (NHL), where he focused on marketing outreach and partnership activation. There, he also co-chaired the NHL All-Star Events Committee and was an amateur and professional talent scout. McConnell also worked for U.S. Congresswoman Deborah Pryce as the constituent office coordinator and for Ohio State Senator Kevin Coughlin, including Coughlin’s re-election campaign as a campaign field coordinator.
McConnell II returned to Worthington in 2014 as product manager of life support technology with commercial responsibility for Worthington’s SCBA (self-contained breathing apparatus) cylinders used in military and aerospace applications, as well as firefighters and first responders. In 2019, he was promoted to business director of North American High Pressure Vessels, that included Type III cylinders for the automotive and aerospace markets.
McConnell II is the grandson of the late John H. McConnell, founder of Worthington Industries and the Columbus Blue Jackets. He has a strong interest in supporting veteran issues and community development, serving on the National Veterans Memorial and Museum, Columbus Zoo and Aquarium and the Cohesion Foundation boards. He has a bachelor’s degree and Master of Business Administration from The Ohio State University and resides in Columbus, Ohio with his wife and their two children.
About John P. McConnell
John P. McConnell began his career at Worthington Industries in 1975 as a general laborer in the Louisville, Ky. steel plant. He also worked as a sales representative for two of Worthington's divisions. McConnell served as corporate personnel director and has been instrumental in administering the Company's highly recognized employee-based policies. He was appointed vice president and general manager of the Company's largest steel facility in Columbus, Ohio in 1985.
A member of Worthington's board of directors since 1990, McConnell became vice chairman in 1992 and was named chief executive officer in March of 1993. In September of 1996, he was named chairman of the board. In September of 2020, he was named executive chairman.
McConnell has been active in numerous community organizations previously serving on the boards of OhioHealth, the Greater Columbus Chamber of Commerce, Children's Hospital, the YMCA and the
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Columbus Zoo and Aquarium. He is majority owner of the Columbus Blue Jackets National Hockey League franchise and chairman emeritus of the Columbus Blue Jackets Foundation.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company pursuing its vision to be the transformative partner to its customers, a positive force for its communities and earn exceptional returns for its shareholders. For over six decades, the Company has been delivering innovative solutions to customers spanning industries such as automotive, energy, retail and construction. Worthington is North America’s premier value-added steel processor and producer of laser welded solutions and electrical steel laminations that provide lightweighting, safety critical and emission reducing components to the mobility market. Through on-board fueling systems and gas containment solutions, Worthington serves the growing global hydrogen ecosystem. The Company’s focus on innovation and manufacturing expertise extends to market-leading consumer products in tools, outdoor living and celebrations categories, sold under brand names, Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™; as well as market leading building products, including water systems, heating & cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories.
Headquartered in Columbus, Ohio, Worthington operates 52 facilities in 15 states and nine countries, sells into over 90 countries and employs approximately 9,500 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and transform, Worthington is committed to providing better solutions for customers and bettering the communities where it operates by reducing waste, supporting community-based non-profits and developing the next generations of makers.
Safe Harbor Statement Worthington Industries wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by Worthington Industries which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Industries’ filings with the Securities and Exchange Commission, including those related to COVID-19 and the various actions taken in connection therewith, which could also heighten other risks.
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