DEFA14A 1 wor-defa14a_20190925.htm DEFA14A wor-defa14a_20190925.htm





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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on September 25, 2019. Meeting Information WORTHINGTON INDUSTRIES, INC. Meeting Type: Annual Meeting For holders as of: August 1, 2019 Date: September 25, 2019 Time: 3:00 P.M., EDT Location: Meeting live via the Internet - please visit The Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit and be sure to have the information that is printed in the box marked by the arrow (located on the reverse side). g XXXX XXXX XXXX XXXX You are receiving this communication because you hold common shares in the Company named above. This is not a ballot. You cannot use this notice to vote these common shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at or easily request a paper copy(see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.   WORTHINGTON INDUSTRIES, INC. ATTN: INVESTOR RELATIONS 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 See the reverse side of this notice to obtain proxy materials and voting instructions. E83575-P27827




Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: Notice of Annual Meeting of Shareholders Proxy Statement Company's 2019 Annual Report to Shareholders How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these proxy materials, including a proxy card, you MUST request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:  1) BY INTERNET:  2) BY TELEPHONE: 1-800-579-1639  3) BY E-MAIL*: * If requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. g XXXX XXXX XXXX XXXX g XXXX XXXX XXXX XXXX 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 11, 2019 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet:  Before The Date of the Meeting: Go to Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.  During The Meeting: Go to Have the information that is printed in the box marked bythe arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card. E83576-P27827




Voting Items The Board of Directors recommends that you vote FOR each of the listed nominees for election as a director, and FOR Proposals 2, 3 and 4.  1. Election of four directors, each to serve for a term of three years to expire at the 2022 Annual Meeting of Shareholders Nominees: 01) Kerrii B. Anderson 02) David P. Blom 03) John P. McConnell 04) Mary Schiavo 2. Approval of advisory resolution on executive compensation.  3. Approval of the Fourth Amendment to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, to authorize 1,500,000 additional common shares. 4. Ratification of selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2020.  NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the Annual Meeting. E83577-P27827