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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 2023-10-03 (Item 5.07 on EDGAR). Page generated 04 October 2026.

8Reported items
281Asset managers
2,370Fund votes
2023-09-27Meeting date

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 2023-10-03 (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 2023-09-27
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Michael J. Endres	38,559,625	2,172,280	56,640	--	3,528,189	Majority: yes
Elect Director: Ozey K. Horton, Jr.	35,151,281	5,580,500	56,764	--	3,528,189	Majority: yes
Elect Director: Carl A. Nelson, Jr.	25,427,364	15,191,771	169,410	--	3,528,189	Majority: yes
Proposal 2: Advisory Vote to Approve the Compensation of the NEOs	39,660,738	1,013,803	114,004	--	3,528,189	Majority: yes
Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm	43,820,452	441,792	54,490	--	--	Majority: yes

Source: WORTHINGTON INDUSTRIES INC., Form 8-K, filed with the SEC on 2023-10-03 — read the filing on EDGAR.

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

Each item below shows how the 281 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. Approve, on an advisory basis, a resolution to approve the compensation of the Company's named executive officers.

DIRECTOR ELECTIONSCOMPENSATIONMajority of the votes cast: yes

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

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“Proposal 2: Advisory Vote to Approve the Compensation of the NEOs”): 39,660,738 for, 1,013,803 against, per its Form 8-K filed 2023-10-03 (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.

The 267 asset managers below cast 96% of the shares they voted on this item FOR (21,411,931 for, 885,235 against).

FOR 96%

FOR: 21,411,931 (95.9%)AGAINST: 885,235 (4.0%)ABSTAIN: 4,933 (0.0%)NOT VOTED: 16,929 (0.1%)UNKNOWN: 9,788 (0.0%)

Largest 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
BlackRock	3,554,853	157	For
Vanguard	3,374,627	0	For
Dimensional	2,224,301	0	For
State Street	1,861,719	0	For
Victory Capital	1,794,884	0	For
Delaware/Macquarie	1,087,350	0	For
Charles Schwab	947,738	0	For
Fidelity	645,238	183,310	For
GEODE CAPITAL MANAGEMENT, LLC	613,104	0	For
MELLON INVESTMENTS Corp	385,670	0	For
Nuveen	322,944	0	For
TIAA	322,114	0	For
Invesco	0	297,576	Against
WisdomTree	149,457	0	For
JPMorgan	140,566	0	For
ProShares	139,653	0	For
Lincoln Financial	135,743	0	For
Retirement Systems of Alabama	135,613	0	For
Equitable	131,363	0	For
Baird	129,426	0	For
Northern Trust	122,326	15	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

Showing the 25 largest of 267 asset managers. See all 267 in the interactive database.

2. Select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.

DIRECTOR ELECTIONSCOMPENSATION

Combines 8 wordings of this item as funds reported it.

100% fund support · no official result

ONE YEAR 77%12%10%

The 258 asset managers below cast 100% of the shares they voted on this item FOR (201,150 for, 0 against).

FOR: 201,150 (0.9%)ABSTAIN: 4,933 (0.0%)ONE YEAR: 17,110,804 (77.1%)1 YEAR: 2,575,390 (11.6%)THREE YEARS: 2,236,383 (10.1%)3 YEARS: 23,670 (0.1%)NOT VOTED: 16,929 (0.1%)1-YEAR: 13,412 (0.1%)1: 733 (0.0%)UNKNOWN: 530 (0.0%)

Largest 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
BlackRock	0	One Year
Vanguard	0	One Year
Dimensional	0	Three Years
State Street	0	One Year
Victory Capital	0	One Year
Delaware/Macquarie	0	One Year
Charles Schwab	0	1 Year
Fidelity	0	One Year
GEODE CAPITAL MANAGEMENT, LLC	0	One Year
MELLON INVESTMENTS Corp	0	One Year
Nuveen	0	One Year
TIAA	0	One Year
Invesco	0	One Year
WisdomTree	0	One Year
ProShares	0	One Year
Lincoln Financial	0	One Year
Retirement Systems of Alabama	0	1 Year
Equitable	0	One Year
Baird	0	1 Year
Northern Trust	0	One Year
PRINCIPAL GLOBAL INVESTORS	0	One Year
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	One Year
JPMorgan	681	1 Year
ACADIAN ASSET MANAGEMENT LLC	0	One Year
ENVESTNET ASSET MANAGEMENT INC	0	1 Year

Showing the 25 largest of 258 asset managers. See all 258 in the interactive database.

3. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2023-10-03 (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.

The 81 asset managers below cast 95% of the shares they voted on this item FOR (12,854,980 for, 737,666 against).

FOR 95%

FOR: 12,854,980 (94.5%)AGAINST: 737,666 (5.4%)ABSTAIN: 4,930 (0.0%)UNKNOWN: 530 (0.0%)

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	For
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	For
Equitable	64,348	67,015	Against
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.

4. 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.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

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

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 2023-10-03 (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.

The 81 asset managers below cast 78% of the shares they voted on this item FOR (10,624,147 for, 2,968,499 against).

FOR 78%AGAINST 22%

FOR: 10,624,147 (78.1%)AGAINST: 2,968,499 (21.8%)ABSTAIN: 4,930 (0.0%)UNKNOWN: 530 (0.0%)

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	For
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	Against
Equitable	64,348	67,015	Against
Royce	94,300	0	For
Jackson National	12,925	62,179	Against
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.

5. 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.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST 37%

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

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 2023-10-03 (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.

The 81 asset managers below cast 22% of the shares they voted on this item FOR (3,047,030 for, 10,545,616 against).

FOR 22%AGAINST 78%

FOR: 3,047,030 (22.4%)AGAINST: 10,545,616 (77.6%)ABSTAIN: 4,930 (0.0%)UNKNOWN: 530 (0.0%)

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	Against
Equitable	0	131,363	Against
Royce	94,300	0	For
Jackson National	12,925	62,179	Against
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	Against

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

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

DIRECTOR ELECTIONSAUDIT-RELATEDMajority of the votes cast: yes

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

WORTHINGTON INDUSTRIES INC.’s own tally for this item (“Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm”): 43,820,452 for, 441,792 against, per its Form 8-K filed 2023-10-03 (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.

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (13,574,933 for, 420 against).

FOR 99.9%

FOR: 13,574,933 (100.0%)AGAINST: 420 (0.0%)ABSTAIN: 4,930 (0.0%)UNKNOWN: 530 (0.0%)

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.

7. ADVISORY VOTE ON SAY ON PAY FREQUENCY

SECTION 14A SAY-ON-PAY VOTES

— fund support · no official result

ONE YEAR 89%9%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 95,017 (89.1%)UNKNOWN: 9,258 (8.7%)1 YEAR: 2,094 (2.0%)1: 225 (0.2%)

Largest asset managers voting on “ADVISORY VOTE ON SAY ON PAY FREQUENCY” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
JPMorgan	0	0	0	0	One Year
TD ASSET MANAGEMENT INC	0	0	0	0	One Year
APG Asset Management US Inc.	0	0	0	0	One Year
Empower	0	0	0	0	One Year
Fractal Investments LLC	0	0	0	0	Unknown
TIMOTHY PLAN	0	0	0	0	1 Year
Convergence Investment Partners, LLC	0	0	0	0	1

8. RATIFY KPMG LLP AS AUDITORS

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (17,293 for, 0 against).

FOR: 17,293 (100.0%)

Largest asset managers voting on “RATIFY KPMG LLP AS AUDITORS” at WORTHINGTON INDUSTRIES INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	15,199	0	0	0	For
TIMOTHY PLAN	2,094	0	0	0	For

Largest WORTHINGTON INDUSTRIES INC. shareholders voting in 2023-2024

Ranked by the number of WORTHINGTON INDUSTRIES INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting.

Top WORTHINGTON INDUSTRIES INC. shareholders by shares voted, 2023-2024
#	Asset manager	Shares voted
1	BlackRock	3,555,010
2	Vanguard	3,374,627
3	Dimensional	2,224,301
4	State Street	1,861,719
5	Victory Capital	1,794,884
6	Delaware/Macquarie	1,087,350
7	Charles Schwab	964,667
8	Fidelity	828,548
9	GEODE CAPITAL MANAGEMENT, LLC	613,104
10	MELLON INVESTMENTS Corp	385,670

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 investment companies and institutional managers disclose how they voted every proxy, 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 04 October 2026; a live search always shows the current data.

At WORTHINGTON INDUSTRIES INC.'s shareholder meeting held 2023-09-27, in the 2023-2024 proxy season, 281 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,370 separate fund positions. Their filings are grouped here into 8 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 2023-10-03.

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