Item 2.02 Results of Operations and Financial Condition.
On September 24, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended August 31, 2025 (the first quarter of fiscal 2026). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on September 25, 2025, to discuss our unaudited financial results for the first quarter of fiscal 2026 and address our outlook for the second quarter of fiscal 2026. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor presentation and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2025, we held our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 29, 2025, the record date for the Annual Meeting, there were a total of 50,870,805 common shares outstanding and entitled to vote. At the Annual Meeting, the holders of 45,234,278 (in excess of 88%) of our common shares were represented by proxy, constituting a quorum.
The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:
Proposal 1 — Election of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
|
Jon J. Bowsher |
35,619,116 |
|
6,235,543 |
|
38,206 |
|
3,341,413 |
|
Charles M. Chiappone |
39,296,870 |
|
2,546,167 |
|
49,828 |
|
3,341,413 |
|
Mary Schiavo |
32,653,766 |
|
9,047,388 |
|
191,711 |
|
3,341,413 |
At the Annual Meeting, our shareholders elected each of Mr. Bowsher, Mr. Chiappone and Ms. Schiavo as a director for a three-year term, expiring at the annual meeting of shareholders occurring in 2028.
Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
40,379,527 |
|
1,245,153 |
|
268,185 |
|
3,341,413 |
At the Annual Meeting, our shareholders approved the advisory resolution to approve the compensation of our named executive officers, as described in our proxy statement for the Annual Meeting.
Proposal 3 — Ratification of the Selection of Independent Registered Public Accounting Firm
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
44,923,177 |
|
267,429 |
|
43,672 |
At the Annual Meeting, our shareholders ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026.
Item 8.01 Other Events.
On September 24, 2025, we issued a news release (the “Dividend Release”) reporting that our board of directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on September 24, 2025, and is payable on December 26, 2025,
