Worthington Steel, Inc.
For the period ended Sep 23, 2026. Filed Aug 14, 2026.
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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 23, 2026 · Filed Aug 14, 2026
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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 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, September 23, 2026, 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/WS2026. 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 28, 2026, 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 14, 2026
Notice of Annual Meeting of Shareholders to be Held on September 23, 2026
Notice is hereby given that the 2026 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 23, 2026. 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/WS2026. You willnot be able to attend the Annual Meeting in person.
The Annual Meeting is being held for the following purposes:
| (1) | To elect four Class III directors, each to serve for a term of three years to expire at our 2029 annual meeting of shareholders; |
| (2) | To approve, on an advisory 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, 2027; 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 28, 2026, 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 14, 2026 to shareholders of record at the close of business on July 28, 2026. 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 2026 Proxy Statement, our 2026 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 14, 2026 |
| 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 22, 2026. 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 of the proxy materials by September 9, 2026. 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 for e-mail delivery as instructed above on or before September 19, 2026 to facilitate timely delivery of the proxy materials. | ||
WORTHINGTON STEEL, INC.
100 West Old Wilson Bridge Road
Columbus, Ohio 43085
(614)840-3462
www.worthingtonsteel.com
2026 PROXY STATEMENT
Dated: August 14, 2026
FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held On September 23, 2026
| Page · Page | |||
|---|---|---|---|
| Summary | 1 | Compensation of Directors | 60 |
| General Information | 7 | Equity Compensation Plan Information | 62 |
| Security Ownership of Certain Beneficial Owners and Management | 12 | Proposal 2: Advisory Vote to Approve the Compensation of the NEOs | 64 |
| Corporate Governance | 14 | Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm | 65 |
| Transactions With Certain Related Persons | 23 | Audit Committee Matters | 66 |
| Miscellaneous Items | 69 | ||
| Proposal 1: Election of Directors | 27 | Householding of Annual Meeting Materials | 69 |
| Executive Compensation | 32 | Shareholder Proposals for 2027 Annual Meeting | 69 |
| Compensation Discussion and Analysis | 32 | Future Electronic Access to Proxy Materials and Annual Report | 70 |
| Fiscal 2026 Summary Compensation Table | 43 | References | 70 |
| Grants of Plan-Based Awards | 45 | Other Business | 71 |
| Outstanding Equity Awards at Fiscal 2026 Year-End | 47 | ||
| Option Exercises and Stock Vested | 49 | ||
| Non-Qualified Deferred Compensation | 50 | ||
| Potential Payments Upon Termination or Change in Control | 51 | ||
| CEO Pay Ratio | 54 | ||
| Pay Versus Performance | 55 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.