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WORTHINGTON INDUSTRIES INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WORTHINGTON INDUSTRIES INC.’s Form 8-K, filed October 3, 2023 (Item 5.07 on EDGAR). Page generated October 18, 2026.

6Reported items
275Asset managers
2,434Fund votes
September 27, 2023Meeting date

Results at a glance

Meeting of September 27, 2023: 5 items on WORTHINGTON INDUSTRIES INC.’s Form 8-K, filed October 3, 2023: 5 without a stated outcome.

Material dissent

Elect Director: Carl A. Nelson, Jr. 63% of votes cast Outcome not stated Director under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WORTHINGTON INDUSTRIES INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WORTHINGTON INDUSTRIES INC.

These tallies are WORTHINGTON INDUSTRIES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 3, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WORTHINGTON INDUSTRIES INC. — official shareholder meeting results, meeting held September 27, 2023
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Michael J. Endres	38,559,625	2,172,280	56,640	--	3,528,189	95%	Not verified	—
Elect Director: Ozey K. Horton, Jr.	35,151,281	5,580,500	56,764	--	3,528,189	86%	Not verified	—
Elect Director: Carl A. Nelson, Jr.	25,427,364	15,191,771	169,410	--	3,528,189	63%	Not verified	—
2. Advisory Vote to Approve the Compensation of the NEOs	39,660,738	1,013,803	114,004	--	3,528,189	98%	Not verified	—
4. Ratification of the Selection of Independent Registered Public Accounting Firm	43,820,452	441,792	54,490	--	--	99.0%	Not verified	—

Source: WORTHINGTON INDUSTRIES INC., Form 8-K, filed with the SEC on October 3, 2023 — read the filing on EDGAR.

How asset managers voted at the WORTHINGTON INDUSTRIES INC. 2023-2024 meeting

Each item below shows how the 275 asset managers that disclosed a WORTHINGTON INDUSTRIES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of WORTHINGTON INDUSTRIES INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Michael J. Endres

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 38,559,625AGAINST: 2,172,280

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting of Shareholders: Michael J. Endres

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“Elect Director: Michael J. Endres”): 38,559,625 for, 2,172,280 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 12,854,980 for, 737,666 against, 4,930 abstained, 530 unknown.

FOR

FOR: 12,854,980AGAINST: 737,666ABSTAIN: 4,930UNKNOWN: 530

Largest asset managers voting on “Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting ” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	3,323,957	0	For
BlackRock	2,530,114	0	For
Dimensional	1,987,829	0	For
Delaware/Macquarie	1,087,350	0	For
Victory Capital	794,839	0	For
Fidelity	584,892	88,937	Mixed
State Street	0	523,823	Against
Charles Schwab	473,869	0	For
TIAA	322,095	0	For
WisdomTree	149,457	0	For
Invesco	142,764	0	For
ProShares	139,653	0	For
Lincoln Financial	98,262	37,481	Mixed
Equitable	64,348	67,015	Mixed
Royce	94,300	0	For
Jackson National	75,104	0	For
Northern Trust	63,105	0	For
AIG/SunAmerica	61,573	0	For
VanEck ETF Trust	56,169	0	For
QUANTITATIVE MASTER SERIES LLC	53,844	0	For
AMG FUNDS	51,928	0	For
Waddell & Reed	51,742	0	For
Columbia Threadneedle	39,690	0	For
SEI	38,397	0	For
John Hancock	37,111	0	For

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

2. Elect Director: Ozey K. Horton, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%

FOR: 35,151,281AGAINST: 5,580,500

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting of Shareholders: Ozey K. Horton, Jr.

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“Elect Director: Ozey K. Horton, Jr.”): 35,151,281 for, 5,580,500 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 10,624,147 for, 2,968,499 against, 4,930 abstained, 530 unknown.

FORAGAINST

FOR: 10,624,147AGAINST: 2,968,499ABSTAIN: 4,930UNKNOWN: 530

Largest asset managers voting on “Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting ” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	3,323,957	0	For
BlackRock	2,530,114	0	For
Dimensional	1,987,829	0	For
Delaware/Macquarie	0	1,087,350	Against
Victory Capital	794,839	0	For
Fidelity	584,892	88,937	Mixed
State Street	0	523,823	Against
Charles Schwab	473,869	0	For
TIAA	0	322,095	Against
WisdomTree	0	149,457	Against
Invesco	0	142,764	Against
ProShares	139,653	0	For
Lincoln Financial	7,624	128,119	Mixed
Equitable	64,348	67,015	Mixed
Royce	94,300	0	For
Jackson National	12,925	62,179	Mixed
Northern Trust	0	63,105	Against
AIG/SunAmerica	61,573	0	For
VanEck ETF Trust	0	56,169	Against
QUANTITATIVE MASTER SERIES LLC	53,844	0	For
AMG FUNDS	51,928	0	For
Waddell & Reed	0	51,742	Against
Columbia Threadneedle	0	39,690	Against
SEI	0	38,397	Against
John Hancock	37,111	0	For

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

3. Elect Director: Carl A. Nelson, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST

FOR: 25,427,364AGAINST: 15,191,771

Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting of Shareholders: Carl A. Nelson, Jr.

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“Elect Director: Carl A. Nelson, Jr.”): 25,427,364 for, 15,191,771 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 3,047,030 for, 10,545,616 against, 4,930 abstained, 530 unknown.

FORAGAINST

FOR: 3,047,030AGAINST: 10,545,616ABSTAIN: 4,930UNKNOWN: 530

Largest asset managers voting on “Elect three directors, each to serve for a term of three years to expire at the Company's 2026 Annual Meeting ” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	0	3,323,957	Against
BlackRock	0	2,530,114	Against
Dimensional	1,987,829	0	For
Delaware/Macquarie	0	1,087,350	Against
Victory Capital	0	794,839	Against
Fidelity	0	673,829	Against
State Street	0	523,823	Against
Charles Schwab	473,869	0	For
TIAA	0	322,095	Against
WisdomTree	0	149,457	Against
Invesco	142,764	0	For
ProShares	0	139,653	Against
Lincoln Financial	7,624	128,119	Mixed
Equitable	0	131,363	Against
Royce	94,300	0	For
Jackson National	12,925	62,179	Mixed
Northern Trust	63,105	0	For
AIG/SunAmerica	0	61,573	Against
VanEck ETF Trust	56,169	0	For
QUANTITATIVE MASTER SERIES LLC	0	53,844	Against
AMG FUNDS	51,928	0	For
Waddell & Reed	0	51,742	Against
Columbia Threadneedle	0	39,690	Against
SEI	38,397	0	For
John Hancock	3,451	33,660	Mixed

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

4. 2. Advisory Vote to Approve the Compensation of the NEOs

Outcome not verified Fund totals may overlapDIRECTOR ELECTIONSCOMPENSATIONReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 39,660,738AGAINST: 1,013,803

Details: description as filed, official tally, votes by 267 asset managers

Description as filed by funds: Approve, on an advisory basis, a resolution to approve the compensation of the Company's named executive officers.

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“2. Advisory Vote to Approve the Compensation of the NEOs”): 39,660,738 for, 1,013,803 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 80 asset managers voting on “Approve, on an advisory basis, a resolution to approve the compensation of the Company's named executive offic” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	3,323,957	0	For
BlackRock	2,530,114	0	For
Dimensional	1,987,829	0	For
Delaware/Macquarie	1,087,350	0	For
Victory Capital	794,839	0	For
Fidelity	584,892	88,937	Mixed
State Street	523,823	0	For
Charles Schwab	473,869	0	For
TIAA	322,095	0	For
WisdomTree	149,457	0	For
Invesco	0	142,764	Against
ProShares	139,653	0	For
Lincoln Financial	135,743	0	For
Equitable	131,363	0	For
Royce	94,300	0	For
Jackson National	75,104	0	For
Northern Trust	63,105	0	For
AIG/SunAmerica	61,573	0	For
VanEck ETF Trust	56,169	0	For
QUANTITATIVE MASTER SERIES LLC	53,844	0	For
AMG FUNDS	51,928	0	For
Waddell & Reed	51,742	0	For
Columbia Threadneedle	0	39,690	Against
SEI	38,397	0	For
John Hancock	37,111	0	For

Fund voting reports, all 80 managers: 13,309,760 for, 282,120 against, 4,930 abstained, 530 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 207 asset managers voting on “Approve, on an advisory basis, a resolution to approve the compensation of the Company's named executive offic” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Vote
State Street	1,337,896	0	For
BlackRock	1,024,739	157	For
Victory Capital	1,000,045	0	For
GEODE CAPITAL MANAGEMENT, LLC	613,104	0	For
Charles Schwab	473,869	0	For
MELLON INVESTMENTS Corp	385,670	0	For
Nuveen	322,944	0	For
Dimensional	236,472	0	For
JPMorgan	174,492	0	For
Invesco	0	154,812	Against
Fidelity	60,346	94,373	Mixed
Retirement Systems of Alabama	135,613	0	For
Baird	129,426	0	For
Rhumbline	60,311	0	For
PRINCIPAL GLOBAL INVESTORS	114,845	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	106,787	0	For
ACADIAN ASSET MANAGEMENT LLC	98,877	0	For
ENVESTNET ASSET MANAGEMENT INC	96,717	0	For
Point72	89,905	0	For
Citadel	71,147	0	For
AllianceBernstein	67,977	0	For
WEDGE CAPITAL MANAGEMENT L L P/NC	66,901	349	For
Goldman Sachs	61,146	0	For
FINANCIAL COUNSELORS INC	59,508	0	For
Northern Trust	59,221	15	For

Institutional-manager reports, all 207 managers: 8,172,011 for, 603,115 against, 3 withheld, 16,929 not voted, 60,311 1 year, 9,258 unknown. Showing the 25 largest; see all in the interactive database.

5. Select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named…

No official match Fund totals may overlapDIRECTOR ELECTIONSCOMPENSATION

Combines 8 wordings of this item as funds reported it.

99.9% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: description as filed, votes by 258 asset managers

Description as filed by funds: Select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 78 asset managers voting on “Select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's name” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	0	0	0	0	--
BlackRock	0	0	0	0	--
Dimensional	0	0	0	0	--
Delaware/Macquarie	0	0	0	0	--
Victory Capital	0	0	0	0	--
Fidelity	0	0	0	0	--
State Street	0	0	0	0	--
Charles Schwab	0	0	0	0	--
TIAA	0	0	0	0	--
WisdomTree	0	0	0	0	--
Invesco	0	0	0	0	--
ProShares	0	0	0	0	--
Lincoln Financial	0	0	0	0	--
Equitable	0	0	0	0	--
Royce	0	0	0	0	--
Jackson National	0	0	0	0	--
Northern Trust	0	0	0	0	--
AIG/SunAmerica	0	0	0	0	--
VanEck ETF Trust	0	0	0	0	--
QUANTITATIVE MASTER SERIES LLC	0	0	0	0	--
AMG FUNDS	0	0	0	0	--
Waddell & Reed	0	0	0	0	--
Columbia Threadneedle	0	0	0	0	--
SEI	0	0	0	0	--
John Hancock	0	0	0	0	--

Fund voting reports, all 78 managers: 2,520 for, 4,930 abstained, 11,548,621 1 year, 2,023,446 3 year, 530 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 200 asset managers voting on “Select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's name” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Vote
State Street	0	--
BlackRock	0	--
Victory Capital	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	--
Charles Schwab	0	Not Voted
MELLON INVESTMENTS Corp	0	--
Nuveen	0	--
Dimensional	0	--
Invesco	0	--
Fidelity	0	--
Retirement Systems of Alabama	0	--
Baird	0	--
Rhumbline	60,311	For
PRINCIPAL GLOBAL INVESTORS	0	--
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	--
ACADIAN ASSET MANAGEMENT LLC	0	--
ENVESTNET ASSET MANAGEMENT INC	0	--
Point72	0	--
JPMorgan	681	For
Citadel	0	--
AllianceBernstein	0	--
WEDGE CAPITAL MANAGEMENT L L P/NC	0	--
Goldman Sachs	0	--
FINANCIAL COUNSELORS INC	59,508	For
Northern Trust	0	--

Institutional-manager reports, all 200 managers: 198,630 for, 3 withheld, 16,929 not voted, 8,222,546 1 year, 236,607 3 year, 733 unknown. Showing the 25 largest; see all in the interactive database.

6. 4. Ratification of the Selection of Independent Registered Public Accounting Firm

Outcome not verifiedDIRECTOR ELECTIONSAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 43,820,452AGAINST: 441,792

Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2024.

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“4. Ratification of the Selection of Independent Registered Public Accounting Firm”): 43,820,452 for, 441,792 against, per its Form 8-K filed October 3, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 13,574,933 for, 420 against, 4,930 abstained, 530 unknown.

FOR

FOR: 13,574,933AGAINST: 420ABSTAIN: 4,930UNKNOWN: 530

Largest asset managers voting on “Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Vote
Vanguard	3,323,957	For
BlackRock	2,530,114	For
Dimensional	1,987,829	For
Delaware/Macquarie	1,087,350	For
Victory Capital	794,839	For
Fidelity	673,829	For
State Street	523,823	For
Charles Schwab	473,869	For
TIAA	322,095	For
WisdomTree	149,457	For
Invesco	142,764	For
ProShares	139,653	For
Lincoln Financial	135,743	For
Equitable	131,363	For
Royce	94,300	For
Jackson National	75,104	For
Northern Trust	63,105	For
AIG/SunAmerica	61,573	For
VanEck ETF Trust	56,169	For
QUANTITATIVE MASTER SERIES LLC	53,844	For
AMG FUNDS	51,928	For
Waddell & Reed	51,742	For
Columbia Threadneedle	39,690	For
SEI	38,397	For
John Hancock	37,111	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

Largest WORTHINGTON INDUSTRIES INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top WORTHINGTON INDUSTRIES INC. shareholders by shares voted on “Approve, on an advisory basis, a resolution to approve the compensation of the Company's named…”, 2023-2024
#	Asset manager	Shares voted
1	Vanguard	3,323,957
2	BlackRock	2,530,114
3	Dimensional	1,987,829
4	Delaware/Macquarie	1,087,350
5	Victory Capital	794,839
6	Fidelity	673,829
7	State Street	523,823
8	Charles Schwab	473,869
9	TIAA	322,095
10	WisdomTree	149,457

Institutional-manager reports: top WORTHINGTON INDUSTRIES INC. shareholders by shares voted on “Approve, on an advisory basis, a resolution to approve the compensation of the Company's named…”, 2023-2024
#	Asset manager	Shares voted
1	State Street	1,337,896
2	BlackRock	1,024,896
3	Victory Capital	1,000,045
4	GEODE CAPITAL MANAGEMENT, LLC	613,104
5	Charles Schwab	490,798
6	MELLON INVESTMENTS Corp	385,670
7	Nuveen	322,944
8	Dimensional	236,472
9	JPMorgan	174,492
10	Invesco	154,812

Shown as share counts, not percentages: no shares-outstanding figure has been matched to WORTHINGTON INDUSTRIES INC. for the 2023-2024 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At WORTHINGTON INDUSTRIES INC.'s shareholder meeting held September 27, 2023, in the 2023-2024 proxy season, 275 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,434 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve, on an advisory basis, a resolution to approve the compensation of the Company's named… — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: WORTHINGTON INDUSTRIES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on October 3, 2023.

WORTHINGTON INDUSTRIES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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