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:

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