Worthington Steel, Inc.
For the period ended Sep 24, 2025. Filed Aug 15, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 24, 2025 · Filed Aug 15, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 under §240.14a-12 |
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WORTHINGTON STEEL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Shareholders:
On behalf of the Board of Directors of Worthington Steel, Inc. (“we”, “our” and “us”), I cordially invite you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, September 24, 2025, beginning at 8:30 a.m., Eastern Daylight Time. The Annual Meeting will be a virtual meeting of shareholders which means that you will be able to attend the Annual Meeting, and vote and submit your questions during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/WS2025. You willnot be able to attend the Annual Meeting in person.
Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, which you are urged to read carefully.
As permitted by the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials to shareholders by providing access to the proxy materials via the Internet. Accordingly, on or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to our shareholders of record at the close of business on July 29, 2025, rather than a paper set of the proxy materials, unless a shareholder has previously requested printed materials. We believe furnishing proxy materials to our shareholders via the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Availability, you will not receive a printed copy of the proxy materials unless you request them by following the instructions for requesting such proxy materials contained in the accompanying Notice of Annual Meeting or the Notice of Availability.
It is important that your common shares be represented at the Annual Meeting whether or not you are able to attend the Annual Meeting via the live webcast. Accordingly, after reading the accompanying proxy materials, please promptly submit your proxy by telephone, the Internet or a mobile device, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received the Notice of Availability, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you are a registered shareholder and attend the Annual Meeting, you will be able to vote your shares electronically during the Annual Meeting, even if you have previously submitted your proxy.
Your continuing interest in our company is greatly appreciated.
Sincerely,
John B. Blystone
Executive Chairman
August 15, 2025
Notice of Annual Meeting of Shareholders to be Held on September 24, 2025
Notice is hereby given that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Steel, Inc. (“we”, “our” and “us”) will be held at 8:30 a.m., Eastern Daylight Time, on Wednesday, September 24, 2025. The Annual Meeting will be held virtually, meaning that you will be able to attend the Annual Meeting, and vote and submit your questions during the Annual Meeting, via live webcast by visiting www.virtualshareholdermeeting.com/WS2025. You willnot be able to attend the Annual Meeting in person.
The Annual Meeting is being held for the following purposes:
| (1) | To elect three Class II directors, each to serve for a term of three years to expire at our 2028 annual meeting of shareholders; |
| (2) | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; |
| (3) | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026; and |
| (4) | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Only shareholders of record at the close of business on the record date, July 29, 2025, are entitled to notice of, and to vote at, the Annual Meeting.
We began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) on or about August 15, 2025 to shareholders of record at the close of business on July 29, 2025. The Notice of Availability contains instructions on how to access via the Internet our letter to shareholders, this Notice of Annual Meeting of Shareholders, our 2025 Proxy Statement, our 2025 Annual Report and the form of proxy, as well as instructions on how to request a paper copy of the proxy materials.
By Order of the Board of Directors,
| Joseph Y. Heuer | |
|---|---|
| Vice President, General Counsel and Corporate Secretary | |
| Columbus, Ohio | August 15, 2025 |
| Before you vote, access the proxy materials in one of the following ways prior to the Annual Meeting: To view ONLINE: Have available the information printed in the box found directly after “Control #” provided in your Notice of Availability and visit www.proxyvote.com 24 hours a day, seven days a week, prior to the voting deadline at 11:59 p.m., Eastern Daylight Time, on September 23, 2025. To view USING YOUR MOBILE DEVICE: Scan the QR barcode found on your proxy card or Notice of Availability. To receive a PAPER or E-MAIL* copy: You must request a paper or e-mail copy of the proxy materials. There is no charge for requesting a copy. Please choose one of the following methods to make your request: | ||
| By Internet: www.proxyvote.com | By Telephone: 1-800-579-1639 | By E-Mail*: sendmaterial@proxyvote.com |
| *If you request proxy materials by e-mail, please send a blank e-mail including in the subject line the information that is printed in the box found directly after “Control #” provided in your Notice of Availability. 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 10, 2025 to facilitate timely delivery of the proxy materials. | ||
WORTHINGTON STEEL, INC.
100 West Old Wilson Bridge Road
Columbus, Ohio 43085
(614)438-3210
www.worthingtonsteel.com
2025 PROXY STATEMENT
Dated: August 15, 2025
FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held On September 24, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.