Worthington Steel shareholders elect four directors

The executive-compensation resolution received 41,997,257 votes for, and KPMG's selection received 46,239,921 votes for.

Rhea-AI Filing Summary

Worthington Steel, Inc. reported that shareholders elected John B. Blystone, John H. McConnell II, Nancy G. Mistretta and Sidney A. Ribeau as directors for three-year terms expiring at the 2029 annual meeting. Shareholders also approved the advisory resolution on named executive officer compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending May 31, 2027.

As of July 28, 2026, 50,946,619 common shares were outstanding and entitled to vote. Holders of 46,424,421 shares were represented by proxy at the September 23, 2026 meeting, constituting a quorum.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding and entitled to vote: 50,946,619 shares Shares represented by proxy: 46,424,421 shares Votes for executive compensation resolution: 41,997,257 votes +2 more

5 metrics

Common shares outstanding and entitled to vote 50,946,619 shares As of July 28, 2026

Shares represented by proxy 46,424,421 shares At the September 23, 2026 annual meeting

Votes for executive compensation resolution 41,997,257 votes Advisory vote at the 2026 annual meeting

Votes against executive compensation resolution 712,805 votes Advisory vote at the 2026 annual meeting

Votes for KPMG selection 46,239,921 votes Ratification for the fiscal year ending May 31, 2027

Key Terms

quorum, broker non-votes, advisory resolution, record date

4 terms

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution regulatory

"approved the advisory resolution"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

record date regulatory

"the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many votes did WS's executive compensation proposal receive?

The advisory compensation resolution received 41,997,257 votes for, 712,805 against, 97,223 abstentions and 3,617,136 broker non-votes; shareholders approved it.

How did WS shareholders vote on KPMG's selection?

Shareholders ratified KPMG LLP's selection with 46,239,921 votes for, 49,969 against and 134,531 abstentions. KPMG was selected as the independent registered public accounting firm for the fiscal year ending May 31, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 04:31 PM Accepted by SEC EDGAR 09/24/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2026

WORTHINGTON STEEL, INC.

(Exact name of Registrant as Specified in Its Charter)

Ohio			001-41830	92-2632000
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio				43085
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 840-3462

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, without par value		WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 23, 2026, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) held our 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 28, 2026, the record date for the Annual Meeting, there were a total of 50,946,619 common shares outstanding and entitled to vote. At the Annual Meeting, the holders of 46,424,421 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
	John B. Blystone		39,730,893		3,029,730		46,662		3,617,136
	John H. McConnell II		40,089,707		2,654,409		63,169		3,617,136
	Nancy G. Mistretta		40,137,963		2,628,796		40,526		3,617,136
	Sidney A. Ribeau		35,605,161		7,048,805		153,319		3,617,136

At the Annual Meeting, our shareholders elected each of Mr. Blystone, Mr. McConnell, Mr. Ribeau and Ms. Mistretta as a director for a three-year term, expiring at the annual meeting of shareholders occurring in 2029.

Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs

Votes For		Votes Against		Abstentions		Broker Non-Votes
41,997,257		712,805		97,223		3,617,136

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
46,239,921		49,969		134,531

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, 2027.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WORTHINGTON STEEL, INC.
Date:	September 24, 2026	By:	/s/ Joseph Y. Heuer
			Joseph Y. Heuer Vice President - General Counsel and Secretary

Filing Exhibits & Attachments

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